ContractMemry Corp • November 12th, 2004 • Surgical & medical instruments & apparatus • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS SET FORTH IN, THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF NOVEMBER 9, 2004 AMONG MEMRY CORPORATION, A DELAWARE CORPORATION (THE “COMPANY”), PUTNAM PLASTICS COMPANY LLC (F/K/A MPAV ACQUISITION LLC), A CONNECTICUT LIMITED LIABILITY COMPANY (“NEWCO” AND TOGETHER WITH THE PARENT, THE “BORROWERS”), BROOKSIDE PECKS CAPITAL PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, FOR ITSELF AND AS SUBORDINATED AGENT (AS DEFINED THEREIN), IRONBRIDGE MEZZANINE FUND, L.P., A DELAWARE LIMITED PARTNERSHIP, AND WEBSTER BUSINESS CREDIT CORPORATION, A NEW YORK CORPORATION (“AGENT”), AS SUCH SUBORDINATION AGREEMENT MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIM
REVOLVING CREDIT NOTERevolving Credit Note • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus
This Note is the “Revolving Credit Note” issued to evidence the Revolving Advances being made available by the Lender to Borrower pursuant to the provisions of the Credit and Security Agreement, dated of even date herewith (herein, as at any time amended, restated, modified or supplemented, called the “Credit Agreement”; capitalized terms used herein and not defined herein having the meanings assigned to them in the Credit Agreement), between Borrower and Webster Business Credit Corporation, as Lender to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby, to the maturity of the indebtedness represented hereby upon the termination of the Credit Agreement and to the interest rate payable hereunder. In no event, however, shall interest exceed the maximum intere
TERM LOAN B NOTEMemry Corp • November 12th, 2004 • Surgical & medical instruments & apparatus
This Note is the Term Loan B Note issued to evidence the Term Loan B made by Lender to Borrower pursuant to the Credit and Security Agreement, dated of even date herewith (herein, as it may be amended, restated, modified or supplemented form time to time, (called the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement), between Borrower and Lender, to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby, to the maturity of the indebtedness represented hereby upon the termination of the Credit Agreement and to the interest rate payable hereunder. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Defau
CREDIT AND SECURITY AGREEMENT between MEMRY CORPORATION as Borrower and WEBSTER BUSINESS CREDIT CORPORATION, as Lender Signing Date: November 9, 2004Credit and Security Agreement • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus • New York
(Definitional Note: For purposes of all of the following Schedules, “Acquisition Subsidiary” shall mean MPAV Acquisition LLC, a Connecticut limited liability company (soon to be renamed Putnam Plastics Company LLC)
GUARANTY AGREEMENTGuaranty Agreement • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus • New York
This Guaranty Agreement (the “Guaranty”) is made by the undersigned, jointly and severally if more than one, to and in favor of WEBSTER BUSINESS CREDIT CORPORATION, a New York corporation (“WBCC”), having an address at One State Street, New York, New York 10004, not individually but acting in its capacity as agent for itself, as “Lender,” the “Bank” and any “Issuer”, as such quoted terms are defined in the Credit Agreement defined below, (WBCC, acting in such capacity, herein called “Lender”). The undersigned has requested that the Lender extend credit or make certain financial accommodations to Memry Corporation, a Delaware corporation (the “Borrower”), or renew or extend, in whole or in part, existing indebtedness or financial accommodations of Borrower to the Lender, and the Lender have extended credit or extended or renewed existing indebtedness or made financial accommodations and/or may in the future extend credit or extend or renew existing indebtedness or make certain financial
ContractSubordinated Loan Agreement • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus • New York
SUBORDINATED LOAN AGREEMENT, dated as of November 9, 2004, as amended, supplemented or otherwise modified from time to time (the “Agreement”), by and among MEMRY CORPORATION, a Delaware corporation (the “Parent”), MPAV ACQUISITION LLC, a Connecticut limited liability company (“Newco”), IRONBRIDGE MEZZANINE FUND, L.P., a Delaware limited partnership (“Ironbridge”), and BROOKSIDE PECKS CAPITAL PARTNERS, L.P., a Delaware limited partnership in its individual capacity (in said capacity, “BPCP” and together with Ironbridge, the “Lenders”), and in its capacity as agent for all the Lenders (the “Agent”). (The Parent and Newco are individually referred to herein as a “Borrower” and they are collectively referred to herein as the “Borrowers”.)
CAPITAL EXPENDITURE LOAN NOTEMemry Corp • November 12th, 2004 • Surgical & medical instruments & apparatus
This Note is the Capital Expenditure Loan Note issued to evidence the Capital Expenditure Loan made by Lender to Borrower pursuant to the Credit and Security Agreement, dated of even date herewith (herein, as it may be amended, restated, modified or supplemented form time to time, (called the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement), between Borrower and Lender, to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby, to the maturity of the indebtedness represented hereby upon the termination of the Credit Agreement and to the interest rate payable hereunder. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occur
ASSET PURCHASE AGREEMENT AMONG MEMRY CORPORATION, PUTNAM PLASTICS CORPORATION AND MR. JAMES DANDENEAU November 9, 2004Asset Purchase Agreement • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus • Connecticut
Asset Purchase Agreement (the “Agreement”) entered into as of November 9, 2004, by and among (i) Memry Corporation, a Delaware corporation (the “Buyer”), (ii) Putnam Plastics Corporation, a Connecticut corporation (the “Seller”), and (iii) Mr. James Dandeneau, who owns all of the ownership interests in the Seller (“Mr. Dandeneau”). The Buyer, the Seller and Mr. Dandeneau are referred to collectively herein as the “Parties” and singularly as a “Party”.
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus
COMMERCIAL LEASE AGREEMENT (this “Lease”), dated as of November 9, 2004, between JAMES V. DANDENEAU (“LESSOR”), having an address at 307 Thompson Road, Thompson, CT 06277, and MPAV ACQUISITION LLC, a Connecticut limited liability company soon to be renamed PUTNAM PLASTICS COMPANY LLC (“LESSEE”), having an address at c/o Memry Corporation, 3 Berkshire Blvd., Bethel, Connecticut 06801, Attention: Mr. James G. Binch, with a copy to Finn Dixon & Herling LLP, One Landmark Square, Suite 1400, Stamford, Connecticut 06901, Attention: David I. Albin, Esq.
TERM LOAN A NOTETerm Loan a Note • November 12th, 2004 • Memry Corp • Surgical & medical instruments & apparatus
This Note is the Term Loan A Note issued to evidence the Term Loan A made by Lender to Borrower pursuant to the Credit and Security Agreement, dated of even date herewith (herein, as it may be amended, restated, modified or supplemented form time to time, (called the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement), between Borrower and Lender, to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby, to the maturity of the indebtedness represented hereby upon the termination of the Credit Agreement and to the interest rate payable hereunder. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Defau
