0001144204-07-051190 Sample Contracts

FIFTH AMENDMENT AGREEMENT
Fifth Amendment Agreement • September 26th, 2007 • Memry Corp • Surgical & medical instruments & apparatus • Connecticut

FIFTH AMENDMENT AGREEMENT (this “Agreement”) dated as of August 31, 2007 by and between Memry Corporation (the “Borrower”), a Delaware corporation, and Webster Bank, National Association as assignee and successor in interest to 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 Webster Business Credit Corporation, as amended by that certain First Amendment Agreement dated as of November 9, 2005 and by a Second Amendment Agreement dated as of December 21, 2005 and by a Third Amendment Agreement dated December 5, 2006 and a Fourth Amendment Agreement dated March 28, 2007(as amended and in effect from time to time, the “Credit Agreement”).