0001193125-06-030714 Sample Contracts

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • February 14th, 2006 • Memry Corp • Surgical & medical instruments & apparatus • New York

SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of December 21, 2005 by and between Memry Corporation (the “Borrower”), a Delaware corporation, and Webster Business Credit Corporation (the “Lender”), amending a certain Credit and Security Agreement dated as of November 9, 2004 by and between the Borrower and the Lender as amended by that certain First Amendment Agreement dated as of November 9, 2005 (as amended and in effect from time to time, the “Credit Agreement”).

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FIRST AMENDMENT AGREEMENT
First Amendment Agreement • February 14th, 2006 • Memry Corp • Surgical & medical instruments & apparatus • New York

FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of November 9, 2005 by and between Memry Corporation (the “Borrower”), a Delaware corporation, and Webster Business Credit Corporation (the “Lender”), amending a certain Credit and Security Agreement dated as of November 9, 2004 by and between the Borrower and the Lender (as amended and in effect from time to time, the “Credit Agreement”).

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