EX-10.1






 EXHIBIT 10.1

AMENDMENT NO. 3 TO CONSIGNMENT AGREEMENT




THIS AMENDMENT NO. 3 TO CONSIGNMENT AGREEMENT (this “Amendment”) is made as of September
30, 2010, by and among CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank (the “PM
Lender”); CIBC WORLD MARKETS INC., an Ontario corporation and subsidiary of the PM Lender (the
“Copper Lender” and together with the PM Lender, the “Metal Lenders”); BRUSH
ENGINEERED MATERIALS INC., an Ohio corporation (“BEM”); WILLIAMS ADVANCED MATERIALS INC., a
New York corporation (“WAM”); TECHNICAL MATERIALS, INC., an Ohio corporation (“TMI



”); BRUSH WELLMAN INC., an Ohio corporation (“BWI”); ZENTRIX TECHNOLOGIES INC., an
Arizona corporation (“ZTI”); WILLIAMS ACQUISITION, LLC, a New York limited liability
company d/b/a Pure Tech (“Pure Tech”); THIN FILM TECHNOLOGY, INC., a California corporation
(“TFT”); TECHNI-MET, LLC, a Delaware limited liability company (“Techni-Met”);
ACADEMY CORPORATION, a New Mexico corporation (“AC”); 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 Lenders of a Joinder
Agreement under the Consignment Agreement (as defined below). BEM, WAM, TMI, BWI, ZTI, Pure Tech,
TFT, Techni-Met AC, AG and such Subsidiaries are herein sometimes referred to collectively as the
“Customers” and each individually as a “Customer”.



WITNESSETH:




WHEREAS, the Metal Lenders and the Customers are parties to a certain Consignment Agreement,
dated as of October 2, 2009, as amended by that certain (i) Amendment No. 1 to Consignment
Agreement, dated as of March 10, 2010, and (ii) Omnibus Amendment to Metal Documents, dated as of
June 10, 2010 (as amended, the “Consignment Agreement”); and



WHEREAS, the parties hereto desire to amend the Consignment Agreement to extend the Maturity
Date thereof;



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 agree as follows:



1. Defined Terms. Initially capitalized terms used but not defined in this Amendment
have the meanings given to such terms in the Consignment Agreement.



2. Amendment. The definition of “Maturity Date” appearing in Article 1
(Definitions) of the Consignment Agreement is hereby amended and restated in its entirety to read
as follows:



“Maturity Date” means, as the context requires, (a)
September 15, 2011 with respect to Consignments of Gold or Silver by
the PM Lender and all Obligations and transactions ancillary
thereto, and (b) September 30, 2011 with respect to Consignments of
Copper by the Copper Lender and all Obligations and transactions
ancillary thereto. Any obligations of the Customers under this
Agreement which are not paid when due on or before the Maturity Date
shall remain subject to the provisions of this Agreement until all
Obligations are paid and performed in full.



3. Approved Locations. Schedule 1 (Approved Locations) to the Consignment Agreement
is hereby amended by adding the following entries under the heading “Approved Subconsignees and
Approved Subconsignee Locations”:



	 	 	 	 	 
	PPG Industries
	 	PPG Industries
	400 Park Drive, Works #6
	 	4004 Fairview Industrial Drive SE, Works #12
	Carlisle, Pennsylvania 17013
	 	Salem, Oregon  97032
	PPG Industries
7400 Central Freeway
Wichita Falls, Texas 76306
	 	 	 	 
	 
	 	 	 	 






4. Representations and Warranties. To induce the Metal Lenders to enter into this
Amendment, each Customer hereby represents and warrants to the Metal Lenders 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, no
Default or Event of Default exists under the Consignment Agreement.



5. 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.



6. Integration of Amendment into Consignment Agreement. The Consignment Agreement, as
amended hereby, together with the other Metal Documents, is intended by the parties as the final,
complete and exclusive statement of the transactions evidenced by the Consignment Agreement. All
prior or contemporaneous promises, agreements and understandings, whether oral or written, are
deemed to be superseded by the Consignment Agreement, as amended hereby, and no party is relying on
any promise, agreement or understanding not set forth in the Consignment Agreement, as amended
hereby. The Consignment 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 Lenders. The parties hereto agree that this Amendment shall in no manner affect or impair
the liens and security interests evidenced or granted by the Consignment Agreement or in connection
therewith. Except as amended hereby, the Consignment Agreement shall remain in full force and
effect and is in all respects hereby ratified and affirmed.



7. Expenses. The Customers covenant and agree jointly and severally to pay all
reasonable out-of-pocket expenses, costs and charges incurred by the Metal Lenders (including
reasonable fees and disbursement of counsel) in connection with the review and implementation of
this Amendment.



8. 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.



9. Effectiveness. Notwithstanding anything to the contrary in this Amendment, the
terms of this Amendment shall not become binding and effective unless and until: (a) the
administrative agent under the Senior Credit Agreement shall have executed and delivered an
amendment to the Lender Intercreditor Agreement increasing the Maximum Dollar Amount (as defined in
the Lender Intercreditor Agreement) to at least $305,000,000; and (b) the Collateral Agent shall
have executed and delivered an amendment to its Permitted Metals Agreement pursuant to which the
stated maturity date of such Permitted Metals Agreement is extended to September 30, 2011 or
beyond.



[this space left blank intentionally – 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:

	 	

	BRUSH ENGINEERED MATERIALS INC.

By: /s/ Michael C. Hasychak

Michael C. Hasychak

Vice President, Treasurer and Secretary

	 	WILLIAMS ADVANCED MATERIALS INC.

By: /s/ Michael C. Hasychak

Michael C. Hasychak

Vice President, Treasurer and Secretary
	TECHNICAL MATERIALS, INC.

By: /s/ Michael C. Hasychak

Michael C. Hasychak

Vice President, Treasurer and Secretary

	 	BRUSH WELLMAN INC.

By: /s/ Michael C. Hasychak

Michael C. Hasychak

Vice President, Treasurer and Secretary
	ZENTRIX TECHNOLOGIES INC.

By: /s/ Michael C. Hasychak

Michael C. Hasychak

Chief Financial Officer and Secretary

	 	WILLIAMS ACQUISITION, LLC

By: /s/ Michael C. Hasychak

Michael C. Hasychak

Treasurer
	THIN FILM TECHNOLOGY, INC.

By: /s/ Gary W. Schiavoni

Gary W. Schiavoni

Secretary

	 	TECHNI-MET, LLC

By: /s/ Gary W. Schiavoni

Gary W. Schiavoni

Asst. Secretary and Asst. Treasurer
	ACADEMY CORPORATION

By: /s/ Richard W. Sager

Richard W. Sager

President

	 	ACADEMY GALLUP, LLC

By: /s/ Richard W. Sager

Richard W. Sager

Manager
	METAL LENDERS:

	 	

	CANADIAN IMPERIAL BANK OF COMMERCE

By: /s/ Ian Cays

Name: Ian Cays

Title: Executive Director

	 	CIBC WORLD MARKETS INC.

By: /s/ Ian Cays

—

Name: Ian Cays

Title: Executive Director