MTRN-EX4.1_2015.4.3






Exhibit 4.1
        
AMENDMENT NO. 6
TO
THIRD AMENDED AND RESTATED PRECIOUS METALS AGREEMENT
THIS AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED PRECIOUS METALS AGREEMENT (this “Amendment”) is made as of April 10, 2015, by and among THE BANK OF NOVA SCOTIA, a Canadian chartered bank (the “Metal Lender”); MATERION CORPORATION (f/k/a Brush Engineered Materials Inc.), an Ohio corporation (“BEM”); MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES INC. (f/k/a Williams Advanced Materials Inc.), a New York corporation (“WAM”); MATERION TECHNICAL MATERIALS INC. (f/k/a Technical Materials, Inc.), an Ohio corporation (“TMI”); MATERION BRUSH INC. (f/k/a Brush Wellman Inc.), an Ohio corporation (“BWI”); MATERION TECHNOLOGIES INC. (f/k/a Zentrix Technologies Inc.), an Arizona corporation (“ZTI”); MATERION BREWSTER LLC (f/k/a Williams Acquisition, LLC), a New York limited liability company d/b/a Pure Tech (“Pure Tech”); MATERION PRECISION OPTICS AND THIN FILM COATINGS CORPORATION (f/k/a Thin Film Technology, Inc.), a California corporation (“TFT”); MATERION LARGE AREA COATINGS LLC (f/k/a Techni-Met, LLC), a Delaware limited liability company (“TML”); MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES CORP. (f/k/a Academy Corporation), a New Mexico corporation (“AC”); MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES LLC (f/k/a Academy Gallup, LLC), a New Mexico limited liability company (“AG”); and such other Subsidiaries of BEM who may from time to time become parties by means of their execution and delivery with the Metal Lender of a Joinder Agreement under the Precious Metals Agreement (as defined below).  BEM, WAM, TMI, BWI, ZTI, Pure Tech, TFT, TML, AC, AG and such Subsidiaries are herein sometimes referred to collectively as the “Customers” and each individually as a “Customer”.
WITNESSETH:
WHEREAS, the Metal Lender and the Customers are parties to a certain Third Amended and Restated Precious Metals Agreement, effective as of October 1, 2010, as amended by that certain Amendment No. 1, dated as of March 31, 2011, that certain Amendment No. 2, dated as of August 18, 2011, that certain Amendment No. 3, dated as of October 17, 2011, that certain Amendment No. 4, dated as of September 13, 2013, and that certain Amendment No. 5, dated as of January 13, 2015  (as amended, the “Precious Metals Agreement”); and
WHEREAS, the parties hereto desire to amend the list of Approved Refiners/Fabricators under the Precious Metals Agreement as hereinafter provided;
NOW, THEREFORE, for value received and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby amend the Precious Metals Agreement and agree, effective as of the date first written above, as follows:
1.Amendment.  Schedule 1 (Approved Locations) of the Precious Metals Agreement is hereby amended and restated in its entirety to read as set forth in Annex I hereto.
2.Representations and Warranties.  To induce the Metal Lender to enter into this Amendment, each Customer hereby represents and warrants to the Metal Lender that:  (a) such Customer has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to fulfill its obligations hereunder and to consummate the transactions contemplated hereby; (b) the making and performance by such Customer of this Amendment do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it; (c) this Amendment has been duly executed and delivered by such Customer and constitutes the legal, valid and binding obligation of such Customer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and except as the same may be subject to general principles of equity; and (d) on and 









as of the date hereof, after giving effect to this Amendment, no Default or Event of Default exists under the Precious Metals Agreement.
3.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 
4.Integration.  The Precious Metals Agreement, as amended hereby, together with the other Precious Metal Documents, is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by the Precious Metals Agreement.  All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by the Precious Metals Agreement, as amended hereby, and no party is relying on any promise, agreement or understanding not set forth in the Precious Metals Agreement, as amended hereby.  The Precious Metals Agreement, as amended hereby, may not be amended or modified except by a written instrument describing such amendment or modification executed by the Customers and the Metal Lender.  The parties hereto agree that this Amendment shall in no manner affect or impair the liens and security interests evidenced or granted by the Precious Metals Agreement or in connection therewith.
5.Ratification.  Except as amended hereby, the Precious Metals Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed.
6.Signatures.  This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, each of which shall be an original and all of which shall together constitute one and the same agreement.  Delivery of an executed signature page of this Amendment by electronic transmission shall be effective as an in hand delivery of an original executed counterpart hereof.


[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed by their duly authorized officers as of the date first written above.









	
		
	CUSTOMERS:
	 

	MATERION CORPORATION




By: /s/ Michael C. Hasychak
     Michael C. Hasychak
     Vice President, Treasurer and Secretary
	MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES INC.


By: /s/ Michael C. Hasychak
     Michael C. Hasychak
     Vice President, Treasurer and Secretary

	MATERION TECHNICAL MATERIALS INC.


By: /s/ Michael C. Hasychak
     Michael C. Hasychak
     Vice President, Treasurer and Secretary
	MATERION BRUSH INC.




By: /s/ Michael C. Hasychak
     Michael C. Hasychak
     Vice President, Treasurer and Secretary

	MATERION TECHNOLOGIES INC.


By: /s/ Michael C. Hasychak
     Michael C. Hasychak
     Chief Financial Officer and Secretary
	MATERION BREWSTER LLC


By: /s/ Michael C. Hasychak
     Michael C. Hasychak
     Treasurer

	MATERION PRECISION OPTICS AND THIN FILM COATINGS CORPORATION


By: /s/ Gary W. Schiavoni
      Gary W. Schiavoni
      Secretary
	MATERION LARGE AREA COATINGS LLC


By: /s/ Gary W. Schiavoni
     Gary W. Schiavoni
      Asst. Secretary and Asst. Treasurer

	MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES CORP.


By: /s/ Gary W. Schiavoni
      Gary W. Schiavoni
      Asst. Secretary and Asst. Treasurer
	MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES LLC


By: /s/ Donald G. Klimkowicz
     Donald G. Klimkowicz
     Manager

	METAL LENDER:
	 

	THE BANK OF NOVA SCOTIA


By: /s/ Bimaldas
Name: Bimaldas
Title: Managing Director
	



By: /s/ Karl Hernstein
Name: Karl Hernstein
Title: Directors



































ANNEX I
SCHEDULE 1
APPROVED LOCATIONS
	
		
	Approved Domestic Locations

	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
2978 Main Street
Buffalo, New York 14214
	Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC)
300 Lamberton Road
Windsor, Connecticut  06095

	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
2080 Lockport Road
Wheatfield, New York 14304
	Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC)
30 East Newberry Rd.
Bloomfield, Connecticut  06002

	Materion Brewster LLC (f/k/a Williams Acquisition, LLC)
42 Mt. Ebo Road South
Brewster, New York 10509
	Cerac, inc. (a Materion Advanced Materials Technologies and Services site)
404-407 N. 13th St. and
1316 W. St. Paul St.
Milwaukee, Wisconsin 53233

	Materion Brush Inc. (f/ka/ Brush Wellman Inc.)
14710 W. Portage River South Rd.
Elmore, Ohio  43416-9502
	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
3500 Thomas Rd, Suite C
Santa Clara, California 95054

	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
6905 Washington Avenue NE
Albuquerque, New Mexico 87109
	Materion Brush Inc. (f/ka/ Brush Wellman Inc.)
27555 College Park Drive
Warren, Michigan  48088

	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5520 Midway Park Place NE
Albuquerque, New Mexico 87109
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5531 Midway Park Place NE
Albuquerque, New Mexico 87109

	Materion Technical Materials Inc.
(f/k/a Technical Materials, Inc.)
5 Wellington Road
Lincoln, Rhode Island 02865
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5941 Midway Park Place NE
Albuquerque, New Mexico 87109




	
		
	Approved Foreign Locations

	Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
110 Paya Lebar Road #02-01
Singapore Warehouse
Singapore 409009
	Materion Czech S.R.O. (f/k/a OMC Scientific, Czech S.R.O)
Prumyslova ul.
440 01 Louny
Czech Republic

	Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
10 Arumugan Rd.
Lion Industrial Bldg.
Singapore Warehouse
Singapore 4099957
	Seagate
1 Disc Drive
Springtown Industrial Estate
Londonderry, Northern Ireland
BT48 OBF United Kingdom













	
		
	Materion Advanced Materials Technologies and Services Taiwan Co. Ltd. (f/k/a Williams Advanced Materials Technology Taiwan Co., Ltd.)
No. 19 Zhongxing 1st St.
Luzhu Shiang, Taoyuan County
Taiwan, ROC
	Materion Advanced Materials Technologies and Services Suzhou Ltd. (f/k/a Williams Advanced Materials (Suzhou) Ltd.)
No. 28, Su Tong Road
Suzhou Industrial Park
China  215021

	Materion Ireland Holdings Limited (f/k/a OMC Scientific Holdings Limited)
Ballysimon Road
Limerick, Ireland
	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) - Philippines
Bldg. 8365 Argionaut Highway
Cubi Pt.
Subic Bay Freeport Zone
Philippines  2222

	Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
28 Woodlands Loop #10-00
Singapore 738308
	 

	Approved Refiners / Fabricators

	Coining of America
280 Midland Avenue
Saddle Brook, New Jersey 07663
	Johnson Matthey Limited
130 Glidden Road 
Brampton, Ontario, Canada L6W 3M8

	Sigmund Cohn Corp.
121 South Columbus Avenue
Mount Vernon, New York 10553
	Johnson Matthey
Orchard Road
Royston, Hertfordshire, England SG8 5HE

	Sofield Mfg.
2 Main Street
Ridgefield Park, New Jersey 07660
	Johnson Matthey
2001 Nolte Drive
West Deptford, New Jersey 08066

	NuTec Metal Joining Products
12999 Plaza Drive
Cleveland, Ohio 44193
	Rohm & Haas Electric Materials LLC
272 Buffalo Avenue
Freeport, New York 11520

	BASF Catalysts, LLC
554 Engelhard Drive
Seneca, South Carolina 29679
	Sabin Metal Corp.
300 Pantigo Place
East Hampton, New York 11937

	Heraeus Metal Processing, Inc.
13429 Alondra Blvd.
Santa Fe Springs, California 90670
	Seagate Technology
7801 Computer Ave.
Bloomington, MN 55435

	Marian, Inc.
1011 East Saint Clair Street
Indianapolis, Indiana  46202
	Marian, Inc.
2787 South Freeman Road
Monticello, Indiana  47960

	Mastermelt America LLC
319 Industrial Park Road
Sweetwater, Tennessee  37847
(With a value (determined in accordance with Section 2.2 of the Agreement) not in excess of $2,000,000.)
	Ohio Precious Metals LLC
16064 Beaver Pike
Jackson, OH 45640

	United Precious Metal Refining, Inc.
2781 Townline Road
Alden, NY 14004
	 

	Approved Subconsignees and Approved Subconsignee Locations

	Honeywell
830 Arapaho Road
Richardson, Texas 75081
	International Rectifier
a Hexfet America Facility
41915 Business Park Drive
Temecula, California  92590

	Triquint Semiconductor
500 W. Renner Road
Richardson, Texas 75083-3938
	International Rectifier
Cardiff Road
Newport
South Wales, England  NP10 8YJ













	
		
	Triquint Semiconductor
2300 N.E. Brookwood Pkwy.
Hillsboro, Oregon  97124
	Hewlett Packard
1055 NE Circle Blvd.
Chemical Storage Building
Corvallis, OR 97330

	Triquint Semiconductor
1818 Highway 441, S
Apopka, Florida  32703
	PPG Industries
400 Park Drive, Works #6
Carlisle, Pennsylvania  17013

	PPG Industries
7400 Central Freeway
Wichita Falls, Texas  76306
	PPG Industries
4004 Fairview Industrial Drive SE, Works #12
Salem, Oregon  97302

	Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
	 

	Approved Storage Facility Locations

	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
2978 Main Street
Buffalo, New York 14214
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5531 Midway Park Place NE
Albuquerque, New Mexico 87109

	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
6905 Washington Avenue NE
Albuquerque, New Mexico 87109
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5941 Midway Park Place NE
Albuquerque, New Mexico 87109