EX-4.1






Exhibit 4.1




AMENDMENT NO. 4

Dated as of September 28, 2010

to

CREDIT AGREEMENT

Dated as of November 7, 2007




THIS AMENDMENT NO. 4 (“Amendment”) is made as of September 28, 2010 by and among Brush
Engineered Materials Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to
time party thereto (together with the Company, the “Borrowers”), the financial institutions
listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as
Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement
dated as of November 7, 2007 by and among the Borrowers, the Lenders and the Administrative Agent
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings
given to them in the Credit Agreement.



WHEREAS, the Company has requested that the Lenders and the Administrative Agent agree to
certain amendments to the Credit Agreement;



WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such amendments
on the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent have
agreed to enter into this Amendment.



1. Amendments to Credit Agreement. Effective as of the date of satisfaction
of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby
amended as follows:



(a) The definition of “Consolidated Funded Debt” set forth in Article 1 of the
Credit Agreement is amended to delete the reference to “$235,000,000” therein and to substitute
“$270,000,000” therefor.



(b) The definition of “Permitted Precious Metals Agreements” set forth in Article
1 of the Credit Agreement is amended to delete the reference to “$235,000,000” therein and to
substitute “$270,000,000” therefor.



(c) Clause (h) of Section 6.01 of the Credit Agreement is amended to delete the
reference to “$235,000,000” therein and to substitute “$270,000,000” therefor.



2.



Conditions of Effectiveness. The effectiveness of this Amendment is subject to
the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of
this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent,
(ii) counterparts of the Consent and Reaffirmation attached hereto as Exhibit A duly
executed by the Subsidiary Guarantors and (iii) for the account of each Lender which delivers its
executed signature page hereto by such time as is requested by the Administrative Agent, an
amendment fee in an amount equal to $5,000 and (b) the Company shall have paid, to the extent
invoiced, all out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’
fees and expenses) in connection with this Amendment and the other Loan Documents.



3. Representations and Warranties of the Borrowers. Each Borrower hereby
represents and warrants as follows:



(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and
binding obligations of such Borrower and are enforceable against such Borrower in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.



(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default
shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers
set forth in the Credit Agreement, as amended hereby, are true and correct as of the date hereof.



4. Reference to and Effect on the Credit Agreement.



(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as
amended hereby.



(b) Except as specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.



(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and agreements
executed and/or delivered in connection therewith.



5. Governing Law. This Amendment shall be construed in accordance with and
governed by the law of the State of New York.



6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.



7. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or
PDF shall have the same force and effect as manual signatures delivered in person.



[Signature Pages Follow]




IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.




BRUSH ENGINEERED MATERIALS INC., as the Company




By: /s/ Michael C. Hasychak

Name: Michael C. Hasychak

Title: VP, Treasurer and Secretary





WILLIAMS ADVANCED MATERIALS


(NETHERLANDS) B.V., as the Dutch Borrower




By: /s/ Cynthia Friedman



	 
	 	 	Name:	 	 	Cynthia Friedman
	 	 	Title: Class A Director	 
	 	 	By:	 	 	/s/ James P. Marrotte





	 
	 	 	Name:	 	 	James P. Marrotte
	 	 	Title: Class A Director	 
	 	 	By:	 	 	/s/ J. G. W. van Blokland






	 	 	Name: J. G. W. van Blokland

Title: Class B Director




1










JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually as a
Lender, as Swingline Lender, as Issuing Bank and as
Administrative Agent




By /s/ William P. McGreehan



2




	 
	 	 	Name:	 	 	William P. McGreehan
	 	 	Title: Senior Vice President






FIFTH THIRD BANK, individually as a Lender and as
Co-Syndication Agent



	 	 	 
	By:

Name:

Title:

	 	/s/ Martin H. McGinty

Martin H. McGinty

Vice President






3





	 	 	BANK OF AMERICA, N.A., individually as a Lender and as
Co-Syndication Agent





	 	 	 
	By:

Name:

Title:

	 	/s/ Sandra Guerreri

Sandra Guerreri

Vice President






4





	 	 	RBS CITIZENS, NATIONAL ASSOCIATION, individually as a Lender
and as Co-Documentation Agent





	 	 	 
	By:

Name:

Title:

	 	/s/ Patrick F. Dunphy

Patrick F. Dunphy

Senior Vice President






5





	 	 	KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as
Co-Documentation Agent





	 	 	 
	By:

Name:

Title:

	 	/s/ Marcel Fournier

Marcel Fournier

Vice President






6





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,






as a Lender



	 	 	 
	By:

Name:

Title:

	 	/s/ Jason W. Sutton

Jason W. Sutton

Vice President






EXHIBIT A

CONSENT AND REAFFIRMATION




Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 4
to the Credit Agreement dated as of November 7, 2007 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among
Brush Engineered Materials Inc. (the “Company”), the Foreign Subsidiary Borrowers from time
to time party thereto (together with the Company, the “Borrowers”), the financial
institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank,
National Association, as Administrative Agent (the “Administrative Agent”), which Amendment
No. 4 is dated as of September 28, 2010 (the “Amendment”). Capitalized terms used in this
Consent and Reaffirmation and not defined herein shall have the meanings given to them in the
Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent
or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and
conditions of the Subsidiary Guaranty, the Security Agreement and any other Loan Document executed
by it and acknowledges and agrees that such agreements and each and every such Loan Document
executed by the undersigned in connection with the Credit Agreement remains in full force and
effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be amended, modified or
restated.



Dated: September 28, 2010



[Signature Page Follows]




	 	 	 
	BRUSH ENGINEERED MATERIALS INC. BRUSH W

By: /s/ Michael C. Hasychak

Name: Michael C. Hasychak

Title: VP, Treasurer & Secretary

	 	ELLMAN INC.

By: /s/ Michael C. Hasychak

Name: Michael C. Hasychak

Title: VP, Treasurer & Secretary
	BRUSH RESOURCES INC.

By: /s/ Michael C. Hasychak

Name: Michael C. Hasychak

Title: Treasurer

	 	WILLIAMS ADVANCED MATERIALS INC.

By: /s/ Michael C. Hasychak

Name: Michael C. Hasychak

Title: VP, Treasurer & Secretary
	TECHNICAL MATERIALS, INC.

By: /s/ Michael C. Hasychak

Name: Michael C. Hasychak

Title: VP, Treasurer & Secretary

	 	














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