Exhibit 10.1

RB&H Draft 11/30/07

WAIVER, AMENDMENT AND

TERM A-2 LOAN INCREMENTAL TERM LOAN AMENDMENT

TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS WAIVER, AMENDMENT AND TERM A-2 LOAN INCREMENTAL TERM LOAN AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT , dated as of December       , 2007 (this “ Waiver ” or this “ Amendment ”), is made among SYMMETRY MEDICAL INC. , a Delaware corporation (the “ Borrower ”), certain Subsidiaries of the Borrower party hereto as Subsidiary Guarantors, and WACHOVIA BANK, NATIONAL ASSOCIATION (“ Wachovia ”), as administrative agent for the Lenders under the Credit Agreement referenced below (in such capacity, the “ Administrative Agent ”).

RECITALS

A.             The Borrower, the Subsidiary Guarantors, the Lenders, the Administrative Agent and certain other agents are parties to an Amended and Restated Credit Agreement, dated as of June 13, 2006 (the “ Existing Credit Agreement ” and, as previously amended and as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), providing for the availability of certain credit facilities to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.

B.             The Borrower has delivered notice to the Administrative Agent and the Lenders that management estimates that the Sheffield, U.K. operations of Thornton Precision Components Limited, an indirect Subsidiary of the Borrower (hereinafter “ Sheffield ”), engaged in potential irregularities in its financial reporting during the period of time beginning in 1999 (or potentially earlier) through October, 2007, resulting in an estimated impact on the Borrower’s financial statements of approximately $24 million to $28 million (exclusive of professional fees and other expenses relating to such potential irregularities), and as a direct result of such financial misstatements (i)  certain representations and warranties were incorrect and false in a material respect when made and (ii) certain information provided under the affirmative covenants was inaccurate, causing such covenants not to be complied with pursuant to the terms of the Credit Agreement, in each case thereby resulting in Events of Default (collectively, the “ Sheffield Default ”). In addition, as a result of its investigation of the financial misstatements at Sheffield, the Borrower was unable to deliver financial statements complying with Section 6.1(a) for the fiscal quarter ending September 30, 2007 or the Compliance Certificate for such fiscal quarter as required by Section 6.2(a) of the Credit Agreement, thereby resulting in Events of Default (the “ September 30, 2007 Financial Reporting Default ”). The Borrower has also failed to deliver (i) unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of fourth fiscal quarter of fiscal year 2006 as required by Section 6.1(a), together with the Compliance Certificate for such fiscal quarter as required by Section 6.2(a), and (ii) the auditor’s report required by Section 6.1(b)(z), in each case thereby resulting in Events of Default (collectively, the “ 2006 Reporting Default ” and, together with the Sheffield Default and the September 30, 2007 Financial Reporting Default, the “ Specified Events of Default ”). The Borrower has requested that the Required Lenders waive the Specified Events of Default.

C.             The Borrower has also informed the Administrative Agent and the Lender that it desires to acquire, indirectly through two of its wholly-owned subsidiaries, substantially all of the assets, real estate and properties held in connection with, necessary for, or material to the business and operations of DePuy Orthopaedics, Inc.’s (“ DePuy ”) New Bedford, Massachusetts operations (the “ DePuy Acquisition ”) pursuant to the Asset Purchase Agreement, dated as of December       , 2007 (together with the other transaction documents required therein, “ DePuy Acquisition Documents ”), by and among DePuy, Symmetry Medical New Bedford, LLC (“ New Bedford LLC ”) and Symmetry New Bedford Real Estate, LLC (“ New Bedford Real Estate LLC ”). In connection with the DePuy Acquisition, the Borrower has requested that the Term A-2 Loan Lenders (as defined below) make incremental term loans to the Borrower under the Section 2.21 of the Credit Agreement in an aggregate principal amount of up to $60,000,000 (the “ Term A-2 Loans ”) on the terms and conditions set forth herein.

D.             The Administrative Agent and the Lenders have agreed to waive the Specified Events of Default and the Term A-2 Loan Lenders have agreed to provide the Term A-2 Loans, in each case in accordance with, and subject to, the terms and conditions set forth herein, including without limitation, the amendments to the Credit Agreement set forth below.

STATEMENT OF AGREEMENT

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

LIMITED WAIVER

Based upon the representations and warranties contained herein, the Administrative Agent and the Required Lenders hereby waive the Specified Events of Default, but only to the extent that (i) any Sheffield Default is a direct result of the financial reporting irregularities at Sheffield, and (ii) no Event of Default under Section 9.1(n) or 9.1(o) (as amended by this Amendment) ever occurs and is continuing. This Waiver shall be effective only with regard to the Specified Events of Default and shall not act as a waiver or consent with respect to any other Default or Event of Default under the Credit Agreement or any other Credit Document.

ARTICLE II

CONSENT TO ACQUISITION AND INCREMENTAL TERM LOANS

Based upon the representations and warranties contained herein and subject to the satisfaction of the conditions precedent set forth in Article VI hereof, the Administrative Agent and the Required Lenders hereby (i) consent to the consummation of the DePuy Acquisition by the Borrower on the terms and conditions set forth in the DePuy Acquisition Documents, (ii) agree that the DePuy Acquisition shall be deemed to be a Permitted Acquisition, (iii) agree that, with respect to the DePuy Acquisition only, except for the requirements set forth in Article VI of

2

this Amendment, the Borrower shall not have to comply with any requirements in the Credit Agreement for Permitted Acquisitions, and (iv) agree that the Pro Forma Financial Covenant Calculations (as defined below) delivered in connection with the incurrence of the Term A-2 Loans satisfy the requirements set forth in Sections 2.21(a)(iv) and 2.21(e)(i)(B)(y) of the Credit Agreement.

ARTICLE III

TERMS OF INCREMENTAL TERM LOANS

3.1            Commitments . Each Term A-2 Loan Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan (each, a “ Term A-2 Loan ,” and collectively, the “ Term A-2 Loans ”) to the Borrower on the Term A-2 Loan Effective Date in a principal amount not to exceed its Term A-2 Loan Commitment. A Lender’s “ Term A-2 Loan Commitment ” shall mean the commitment of such Lender to make Term A-2 Loans in an aggregate principal amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 11.7(b) of the Credit Agreement as such Lender’s “Term A-2 Loan Commitment,” as such amount may be reduced at or prior to such time pursuant to the terms hereof. The aggregate amount of the Term A-2 Loan Commitments is $60,000,000. The Term A-2 Loans shall be deemed to be Incremental Term Loans made in accordance with Section 2.21 of the Credit Agreement.

3.2            Applicable Margin Percentages . The Applicable Percentage for the Term A-2 Loans shall be the Applicable Percentages for such Type of Term A-2 Loans, as determined in accordance the terms of the Credit Agreement.

3.3            Maturity . The maturity date for the Term A-2 Loans will be the Term A-1 Loan Maturity Date ( i.e. , June 13, 2011).

3.4            Amortization . The Borrower will repay the aggregate outstanding principal of the Term A-2 Loans as follows:

3

3.5            Use of Proceeds . The proceeds of the Term A-2 Loans shall be used solely (i) to finance in part the DePuy Acquisition, (ii) to repay certain Revolving Loans outstanding under the Existing Credit Agreement, and (iii) to pay fees and expenses in connection with the transactions described herein in amounts acceptable to the Administrative Agent.

ARTICLE IV

AMENDMENTS

4.1            New Defined Terms . The following defined terms are hereby added to Section 1.1 of the Credit Agreement in proper alphabetical order:

“ Current Filer ” shall mean any time that the Borrower is current in filing its reports (including quarterly and annual financial statements) under Section 13 and 15(d) of the Exchange Act.

“ Incremental Margins ” shall have the meaning given to such term in Section 2.21(d)(iv) .

“ SEC Filer Sublimit ” shall mean (i) at any time prior to the Term A-2 Loan Effective Date, $24,000,000 and (ii) at any time after the Term A-2 Loan Effective Date, an amount equal to the Aggregate Revolving Credit Exposure immediately following the repayment of Revolving Loans with the proceeds of the Term A-2 Loans plus the lesser of (A) $10,000,000 or (B) the aggregate amount of the Revolving Loans repaid with the proceeds of the Term A-2 Loans.

“ Sheffield ” shall mean the Sheffield, U.K. operations of Thornton Precision Components Limited, a Subsidiary of the Borrower.

“ Term A-2 Amendment Date ” shall mean the date of the Term A-2 Loan Amendment.

“ Term A-2 Loan Amendment ” shall mean the Waiver, Amendment and Term A-2 Loan Incremental Term Loan Amendment to Amended and Restated Credit Agreement, dated as of December       , 2007, among the Borrower, the Subsidiary Guarantors, and the Administrative Agent on behalf of the Lenders.

“ Term A-2 Loan Effective Date ” shall mean the date upon which the conditions precedent to making the Term A-2 Loans set forth in Article VI of the Term A-2 Loan Amendment are satisfied or waived in accordance with their terms.

4

4.2            Definition of Applicable Percentage .

(a)            The matrix in the definition of “Applicable Percentage” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(b)            The following is added as a new paragraph at the end of the definition of “Applicable Percentage”:

Notwithstanding anything to the contrary, at any time that the Borrower is not a Current Filer prior to March 31, 2008 (i) the applicable LIBOR Margin and Base Rate Margin at all levels set forth above shall be increased by 0.50%, and (ii) the applicable LIBOR Margin and Base Rate Margin will be determined in accordance with Level I above (notwithstanding the actual Total Leverage Ratio).

4.3            SEC Filer Sublimit .

(a)            Clause (z) of Section 2.1(c) of the Credit Agreement is amended and restated as follows:

(z) the Aggregate Revolving Credit Exposure would exceed (A) at any time the Borrower is not a Current Filer, the lesser of (i)(A) SEC Filer Sublimit at such time or (B) the aggregate Revolving Credit Commitments at such time, or (ii) at any time the Borrower is a Current Filer, the aggregate Revolving Credit Commitments at such time.

(b)            Section 2.6(d) of the Credit Agreement is amended and restated as follows:

(d)            In the event that the Aggregate Revolving Credit Exposure (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall (i) at any time the Borrower is not a Current Filer, exceed the SEC Filer Sublimit at such time (after giving effect to any concurrent termination or reduction of the Revolving Credit Commitments) or (ii) at any time the Borrower is a Current Filer, exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower

5

will, within two (2) Business Days after such time, prepay the outstanding principal amount of the Swingline Loans and, to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Swingline Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8 , and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount.

4.4            Section 2.21(d)(iv) of the Credit Agreement is amended and restated as follows:

(iv)           have such amortization and pricing as may be agreed by the Borrower, the Administrative Agent and the Incremental Term Lenders providing such Series of Incremental Term Loans pursuant to the provisions of this Section 2.21 ; provided , however , that if the margins to be added to the Base Rate and the LIBOR Rate for any Series of Incremental Term Loans (any such margin, an “ Incremental Margin ”) are more than 0.50% greater than the margins set forth for any Term Loans or any outstanding Series of Incremental Term Loans in the definition of “Applicable Percentage” contained in Section 1.1 or in any amendment related to the issuance of a Series of Incremental Term Loans, the Applicable Percentages for outstanding Term Loans and any outstanding Series of Incremental Term Loans shall automatically be increased to any extent required so that the margin or margins applicable thereto are equal to 0.50% less than the margin for such Series of Incremental Term Loans, without any action or consent of the Borrower, the Administrative Agent or any Lender; and

4.5            Current Filer . The following is added as a new Section 5.24:

5.24          Current Filer . To the extent that the representations and warranties set forth in this Agreement are made or deemed made, such representations and warranties shall not be deemed incorrect, false or misleading solely on account of the accounting irregularities of Sheffield, including any overstatement of revenue, inventory and other matters, resulting in an estimated impact of approximately $24 million to $28 million (exclusive of professional fees and other expenses relating to such potential irregularities), so long as the financial impact of such accounting irregularities does not result in an Event of Default under Section 9.1(o) .

4.6            Financial Reporting .

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

(a)            Within forty-five (45) days (or, if earlier and if applicable to the Borrower, the quarterly report deadline under the Exchange Act rules and regulations) after the end of each of the first three fiscal quarters of each fiscal year, beginning with the second fiscal quarter of fiscal year 2006, unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and

6

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