Exhibit 10.10
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 TIME; AND EACH HOLDER
OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY
THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
MEMRY CORPORATION
MPAV ACQUISITION LLC
SUBORDINATED PROMISSORY NOTE
DUE NOVEMBER 9, 2010
$3,000,000.00
New York, New York
November 9, 2004
FOR VALUE RECEIVED, the undersigned, MEMRY CORPORATION, a Delaware corporation
(the "Parent"), and MPAV Acquisition LLC, a Connecticut limited liability
company ("Newco" and together with the Parent, the "Borrowers"), hereby, jointly
and severally, promise to pay to IRONBRIDGE MEZZANINE FUND, L.P., a Delaware
limited partnership (together with its registered assigns, the "Holder"), the
principal sum of THREE MILLION DOLLARS ($3,000,000.00) on November 9, 2010 (the
"Maturity Date"), with interest thereon from time to time as provided herein.
This Note is one of the Notes referred to in the Subordinated Loan Agreement,
dated as of the date hereof (as the same may be amended, supplemented, restated
or otherwise modified from time to time, the "Loan Agreement"), by and among the
Borrowers, the Lenders and the Agent. Capitalized terms used herein but not
otherwise defined are used with the meanings given to such terms in the Loan
Agreement. This Note is entitled to the benefits of the Loan Agreement and is
subject to all of the agreements, terms and conditions contained therein, all of
which are incorporated by this reference.
1. Interest.
(a) The Borrowers, jointly and severally, promise to pay interest on the
Accreted Principal Amount (as defined below) of this Note at the rate of
seventeen and one-half percent (17.5%) per annum (the "Interest Rate") pursuant
to Section 3.01(a) of the Loan Agreement. The Borrowers, jointly and severally,
shall pay accrued interest quarterly in arrears on each Interest Payment Date,
commencing on December 31, 2004 and on each Interest Payment Date shall pay
interest accrued from (but excluding) the immediately preceding date of payment
of interest through and including such Interest Payment Date. Interest on this
Note shall accrue from the date of issuance until repayment of the Accreted
Principal Amount and payment of all accrued interest in full. Interest shall
accrue and be computed on the basis of