Symmetry Medical (SMA)

unaudited consolidated and consolidating statements of income and cash flows for the Borrower and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each case setting forth comparative consolidated (or consolidating) figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter. Notwithstanding anything to the contrary, solely with respect to the delivery of the financial statements required by this Section 6.1(a) for the fiscal quarter ending December 31, 2007, the Borrower shall not be required to restate such financial statements if a restatement of such financial statements would, as a result of the Sheffield Accounting Issues, otherwise be necessary in order to comply with the terms of this Section 6.1(a); and

(b)           Section 6.1(b) of the Credit Agreement is amended and restated as follows:

(b)           Within ninety (90) days (or, if earlier and if applicable to the Borrower, the annual report deadline under the Exchange Act rules and regulations) after the end of each fiscal year, beginning with the 2006 fiscal year, an audited consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated and unaudited consolidating statements of income, cash flows and stockholders’ equity for the Borrower and its Subsidiaries for the fiscal year then ended, including the notes thereto, in each case setting forth comparative figures as of the end of and for the preceding fiscal year, and, to the extent audited, certified by Ernst & Young LLP or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent, together with a report thereon by such accountants that is not qualified as to going concern or scope of audit and to the effect that such audited financial statements present fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year.

(c)           Section 6.2(a) of the Credit Agreement is hereby amended by deleting the phrase “(including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year)” in the first sentence thereof.

(d)           Section 6.2(b) of the Credit Agreement is hereby amended by replacing the phrase “thirty (30)” in the first sentence thereof with the phrase “sixty (60)”.

4.7           Events of Default. Section 9.1 of the Credit Agreement is hereby amended by deleting the word “or” at the end of subsection (l), replacing the period “.” at the end of subsection (m) with “;”, and adding the following new subsections (n) and (o):

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