Exhibit
      10.1

     

    


    


    FIFTH
      AMENDMENT AGREEMENT

    
 

    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”).

     

    WITNESSETH

    


    WHEREAS,
      pursuant to the terms of the Credit Agreement, Webster Business Credit
      Corporation has assigned all of its rights, title and interest in and to the
      Credit Agreement, the Notes (as defined in the Credit Agreement) and the Other
      Documents (as defined in the Credit Agreement) to Webster Bank, National
      Association; and

    


    WHEREAS,
      pursuant to the terms of the Credit Agreement, the Lender has made and continues
      to make revolving loans to the Borrower; and

    


    WHEREAS,
      the
      Borrower have requested, among other things, that the Lender amend certain
      terms
      of the Credit Agreement; and

    


    WHEREAS,
      the
      Lender is willing to, among other things, amend certain terms and conditions
      of
      the Credit Agreement, all on the terms and conditions set forth
      herein.

    


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

    


    (1) Acknowledgment
      of Preamble.
      All
      facts of the above-recited preamble are hereby acknowledged as complete and
      accurate and shall be incorporated into this Modification as if fully restated
      herein and the Borrower represents that no Event of Default or event which
      with
      the giving of a notice or the passage of time would constitute an Event of
      Default has occurred under the Credit Agreement and/or the Other Documents
      (as
      defined in the Credit Agreement). All capitalized terms not otherwise defined
      herein shall have the meanings ascribed to such terms in the Original Loan
      Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (2) Definitions. Capitalized
      terms used herein without definition that are defined in the Credit Agreement
      (as amended hereby) shall have the same meanings herein as therein.

    


    (3) Ratification of Existing Agreements.  All
      of the Borrower’s obligations and liabilities to the Lender as evidenced by or
      otherwise arising under the Credit Agreement, the Notes and the Other Documents,
      except as otherwise expressly modified in this Agreement upon the terms set
      forth herein, are, by the Borrower’s execution of this Agreement, ratified and
      confirmed in all respects. In addition, by the Borrower’s execution of this
      Agreement, the Borrower represents and warrants that no counterclaim, right
      of
      set-off or defense of any kind exists or is outstanding with respect to such
      obligations and liabilities.

    


    (4) Representations and Warranties.  All
      of the representations and warranties made by the Borrower in the Credit
      Agreement, the Notes and the Other Documents are true and correct on the date
      hereof as if made on and as of the date hereof, except (i) to the extent that
      any of such representations and warranties relate by their terms to a prior
      date, (ii) for matters previously disclosed to the Lender in writing or in
      form
      10-k, 10-Q or 8-k filed with the Securities and Exchange Commission, and (iii)
      for deviations not, in the aggregate, having or reasonably likely to have a
      material adverse effect on the Borrower and its assets.

    


    (5) Conditions Precedent.  Except
      as set forth below, the effectiveness of the amendments contemplated hereby
      shall be subject to the satisfaction on or before the date hereof of each of
      the
      following conditions precedent (which conditions the Lender acknowledges have
      been satisfied on the date hereof):

     

    (a) Representations
      and Warranties.
      All of
      the representations and warranties made by the Borrower herein, whether directly
      or incorporated by reference, shall be true and correct on the date hereof,
      except as provided in §3 hereof.

     

    (b) Performance;
      No Event of Default.
      The
      Borrower shall have performed and complied in all material respects with all
      terms and conditions herein required to be performed or complied with by them
      prior to or at the time hereof, and there shall exist no Event of Default or
      condition which, with either or both the giving of notice of the lapse of time,
      would result in an Event of Default upon the execution and delivery of this
      Agreement.

     

    (c) Corporate
      Action.
      All
      requisite corporate action necessary for the valid execution, delivery and
      performance by the Borrower of this Agreement and all other instruments and
      documents delivered by the Borrower in connection therewith shall have been
      duly
      and effectively taken.

     

    (d) Delivery.
      Except
      as set forth below, the parties hereto shall have executed and delivered (i)
      this Agreement and (iii) such further instruments and taken such further action
      as the Lender may have reasonably requested, in each case further to effect
      the
      purposes of this Agreement, the Credit Agreement and the Other
      Documents.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) Proceedings
      and Documents.
      All
      proceedings in connection with the transactions contemplated by this Agreement
      shall be satisfactory in substance and form to the Lender, and the Lender shall
      have received all information and such counterpart originals or certified or
      other copies of such documents as it may request.

     

    (f) Fees
      and Expenses.
      The
      Borrower shall have paid to the Lender all fees and expenses incurred by the
      Lender (including attorney’s fees and expenses) in connection with this
      Amendment, the Credit Agreement and the Other Documents on or prior to the
      date
      hereof.

    


    (6) Amendments,
      Consents with respect to the Credit
      Agreement.

    


    (6)(a). Amendment
      - Section 8.1 of the Credit Agreement.
      shall
      be amended to read in full as follows:

    


    “Fixed
      Charge Coverage Ratio
      shall
      mean and include with respect to any fiscal period of Borrowers, the ratio
      of
      (a) EBITDA for such period, minus
      (any
      Unfinanced Capital Expenditures made during such period less
      Cash
      balances in excess of $1,000,000) plus
      litigation expenses incurred during 2007 with respect to the Kentucky Oil
      lawsuit and prepayment charges relating to the prepayment of subordinated debt
      during 2007, to (b) Fixed Charges for such period provided,
      however,
      that
      Unfinanced Capital Expenditures cannot be reduced by Cash balances to less
      than
      zero, and
      provided, further,
      that
      Fixed Charges for the periods ended 6/30/07, 9/30/07 and 12/31/07 shall be
      calculated as of each such quarter and then multiplied by four (annualized).
      Commencing for the fiscal quarter ending 3/31/2008 and thereafter, the
      calculation of fixed charges will be calculated on the basis of the immediately
      preceding four fiscal quarters, i.e. calculated on a trailing twelve month
      basis.”

    


    (7) Additional Covenants.   Without
      any prejudice or impairment whatsoever to any of the Lender’s rights and
      remedies contained in the Credit Agreement and the covenants contained therein,
      the Notes or in any of the Other Documents, the Borrower additionally covenants
      and agrees with the Lender as follows:

     

    (a) The
      Borrower shall comply and continue to comply with all of the terms, covenants
      and provisions contained in the Credit Agreement, the Notes and the Other
      Documents, except as such terms, covenants and provisions are expressly modified
      by this Agreement upon the terms set forth herein, including, without
      limitation, the delivery and procurement of the mortgage modification
      agreements, title insurance endorsements within the time periods set forth
      herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Borrower shall at any time or from time to time execute and deliver such further
      instruments, and take such further action as the Lender may reasonably request,
      in each case further to effect the purposes of this Agreement, the Credit
      Agreement, the Notes and the Other Documents. 

     

    (c) The
      Borrower expressly acknowledges and agrees that any failure by the Borrower
      to
      comply with the terms and conditions of this Section 7 or any other provisions
      contained in this Agreement shall constitute an Event of Default under the
      Credit Agreement.

    


    (8) Expenses.  The
      Borrower agrees to pay to the Lender upon demand an amount equal to any and
      all
      out-of-pocket costs or expenses (including reasonable legal fees and
      disbursements) incurred or sustained by the Lender in connection with the
      preparation of this Agreement.

    


    (9) Miscellaneous.
      

     

    (a) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Connecticut (excluding the laws applicable to conflicts or choice
      of
      law).

    


    (b) The
      indebtedness evidenced by said Original Loan Documents continues outstanding,
      and the execution and delivery to the Bank of this Modification Agreement does
      not constitute the creation of a new debt or the extinguishment of the debt
      evidenced by the Original Loan Documents but constitutes only an amendment
      of
      certain of the terms with respect thereto. Except
      as
      otherwise expressly provided by this Agreement, all of the respective terms,
      conditions and provisions of the Credit Agreement shall remain the same. It
      is
      declared and agreed by each of the parties hereto that the Credit Agreement,
      as
      amended hereby, shall continue in full force and effect, and that this Agreement
      and the Credit Agreement be read and construed as one instrument, and all
      references in the Loan Documents to the Credit Agreement shall hereafter refer
      to the Credit Agreement, as amended by this Agreement.

     

    (c) Nothing
      contained herein shall operate to release the Borrower or any other obligor
      from
      its liability to pay the Note and to keep and perform the terms, conditions,
      obligations and agreements contained in the Loan Agreement and in all other
      documents relating to and securing repayment of the Note as amended
      hereby.

    


    (d) The
      Borrower hereby acknowledges and agrees that it has no defense, offset,
      recoupment or counterclaim with respect to the indebtedness evidenced by the
      Note (as amended hereby) or any of the Original Loan Documents and the Borrower
      hereby releases the Bank from any and all liability arising directly or
      indirectly with respect to the Note as amended hereby, the Original Loan
      Documents, the debt evidenced or governed by any of the Original Loan Documents
      and any and all actions taken by the Bank with respect to the transactions
      contemplated therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      each of
      the parties hereto have caused this Agreement to be executed in its name and
      behalf by its duly authorized officer on September 24, 2007 but to be effective
      as of August 31, 2007.

    


     

    
      	 	 	 
	 	WEBSTER
              BANK, NATIONAL ASSOCIATION
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Daniel
              C. Dupre 
	 	
              
Daniel
              C. Dupre 
	 	Its:
              Vice President
	 	Duly Authorized 




    MEMRY
      CORPORATION

    
      	 	 	 
	 	By:  	/s/ Richard
              F. Sowerby
	 	
              
Name:
Richard
              F. Sowerby
	 	Title:
              CFO


    

     

    The
      undersigned Guarantor consents to the terms contained herein and further
      acknowledge and affirm that its Guarantee remains unmodified and in full force
      and effect:

    


    PUTNAM
      PLASTICS COMPANY LLC

    


    


    By:
      /s/
      Robert P. Belcher 

    Name:
      Robert P. Belcher

    Title:
      Secretary

    


    
      	STATE OF CONNECTICUT	)	 
	 	)	ss. Bethel, CT
	COUNTY OF FAIRFIELD	)	 


    

    


    Dated
      as
      of
      September 24, 2007, before me personally came Robert P. Belcher, to me known,
      who, being by me duly sworn, did depose and say that he is Secretary of PPC
      and
      the Chief Executive Officer of Memry of each entity described in and which
      executed the foregoing instrument as “Borrower”; and that he signed his name
      thereto by order of the board of directors (or other governing body) of said
      entity.

     

    
      	 	 	 
	 	
               

            	Kathleen
              Ferris
	 	
              
NOTARY
              PUBLIC
	 	 
	 	
              KATHLEEN
                FERRIS

              NOTARY
                PUBLIC, STATE OF CONNECTICUT

              NO.65478.
                QUALIFIED IN FAIRFIELD COUNTY

              COMMISSION
                EXPIRES DECEMBER 31, 2007