0001193125-04-088081 Sample Contracts

AMENDED AND RESTATED EQUIPMENT LOAN NOTE
Equipment Loan Note • May 14th, 2004 • Memry Corp • Surgical & medical instruments & apparatus

This Note is made and delivered by Maker pursuant to Section 5.2 of the Second Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement dated as of even date herewith by and between Maker and Lender (as amended and in effect from time to time, the “Loan Agreement”), and is entitled to the benefits and is subject to the provisions of the Loan Agreement. All capitalized terms used herein which are defined in the Loan Agreement that are not defined herein shall have the same meanings herein as are ascribed to them in the Loan Agreement.

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THIRD AMENDED AND RESTATED REVOLVING LOAN NOTE
Revolving Loan Note • May 14th, 2004 • Memry Corp • Surgical & medical instruments & apparatus

This Note is made and delivered by Maker pursuant to Section 2.2 of the Second Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement of even date herewith by and between Maker and Lender (as amended and in effect from time to time, the “Loan Agreement”), and is entitled to the benefits and is subject to the provisions of the Loan Agreement. All capitalized terms used herein which are defined in the Loan Agreement that are not defined herein shall have the same meanings herein as are ascribed to them in the Loan Agreement.

SECOND CONSOLIDATED AND AMENDED AND RESTATED TERM LOAN NOTE
Term Loan Note • May 14th, 2004 • Memry Corp • Surgical & medical instruments & apparatus

This Note is made and delivered by Maker pursuant to Section 4.1 of the Second Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement dated of even date herewith by and between Maker and Lender (as amended and in effect from time to time, the “Loan Agreement”), and is entitled to the benefits and is subject to the provisions of the Loan Agreement. All capitalized terms used herein which are defined in the Loan Agreement that are not defined herein shall have the same meanings herein as are ascribed to them in the Loan Agreement.

SECOND AMENDED AND RESTATED COMMERCIAL REVOLVING LOAN, TERM LOAN, LINE OF CREDIT AND SECURITY AGREEMENT between MEMRY CORPORATION and WEBSTER BANK January 30, 2004
Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement • May 14th, 2004 • Memry Corp • Surgical & medical instruments & apparatus • Connecticut

This Second Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement dated as of January 30, 2004 between MEMRY CORPORATION, a Delaware corporation with its chief executive office and principal place of business at 3 Berkshire Blvd., Bethel, Connecticut 06801 (“Borrower”) and WEBSTER BANK, a banking institution with an office at 185 Asylum Street, City Place II, 5th Floor, HFD 605, Hartford, Connecticut 06103-3494 (“Lender”).

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