exv4w13







Exhibit 4m




AMENDMENT NO. 4

TO

SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT




     THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT (this
“Amendment”) is made as of February 11, 2010, by and among THE BANK OF NOVA SCOTIA, a
Canadian chartered bank (the “Metal Lender”); 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 that 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,
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 Lender and the Customers are parties to a certain Second Amended and
Restated Precious Metals Agreement, dated as of December 28, 2007, as amended by a certain
Amendment No. 1 to Second Amended and Restated Precious Metals Agreement, dated as of March 3,
2008, a certain Amendment No. 2 to Second Amended and Restated Precious Metals Agreement, dated as
of June 25, 2008, and a certain Amendment No. 3 to Second Amended and Restated Precious Metals
Agreement, dated as of October 2, 2009 (as amended, the “Precious Metals Agreement”); and



     WHEREAS, the parties hereto desire to amend certain provisions of 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. Defined Terms. Initially capitalized terms used but not defined in this Amendment
have the meanings given to them in the Precious Metals Agreement.



     2. Amendments.



          (a) The definition of “Stored Precious Metal Limit” appearing in Section 1 of the Precious
Metals Agreement is hereby amended and restated in its entirety to read as follows:






 









 









“Stored Precious Metal Limit” means the least of (a)
$37,500,000, (b) the value (as determined in accordance with
Section 2.02 hereof) of 25,000 ounces of Gold, and (c) the
amount of insurance coverage obtained and in effect from time to
time with respect to Stored Precious Metal pursuant to Section
4.07 hereof.



          (b) The following terms and associated definitions are hereby deleted in their entirety from
the Precious Metals Agreement: “Forward Contract(s),” “Forward Contract Exposure,” “Forward
Contract Facility,” and “Forward Contract Limit.” From and after the date of this Amendment, any
and all references in the Precious Metals Agreement to “Forward Contract” or “Forward Contracts”
shall be deemed to be references to “Hedging Transaction” and “Hedging Transactions,” respectively;
any and all references to “Forward Contract Exposure” shall be deemed to be references to “Net
Marked-to-Market Exposure;” and any and all references to “Forward Contract Facility” shall be
deemed to be references to “Hedging Transaction Facility.”




          (c) The following new terms and associated definitions are hereby inserted into Section 1
(Definitions) of the Precious Metals Agreement in proper alphabetical order:





“Approved Storage Facility Location(s)” means the Premises
of any of the Customers located in the continental United States and
listed under the appropriate heading on Schedule 1 attached hereto,
as it may be amended by the parties from time to time, and each
other location located in the continental United States approved by
the Metal Lender in writing from time to time.




“Hedging Transaction” means any transaction (including any
agreement with respect thereto) now existing or hereafter entered
into by a Customer and the Metal Lender which is a swap, forward,
option, cap, floor, collar, cross-currency transaction or other
similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to
one or more Consignments, interest rates, price indices or other
financial measures, which is designed to hedge or mitigate risks to
which a Customer has exposure with respect to Precious Metal.




“Hedging Transaction Facility” means the facility
established pursuant to Section 5 hereof whereby the
Customers may from time to time enter into Hedging Transactions with
the Metal Lender.




“Net Marked-to-Market Exposure” means, as of any date of
determination, the excess (if any) of all unrealized losses over all
unrealized profits of the Customers arising from Hedging
Transactions. As used in this definition, “unrealized losses” means
the fair market value of the costs to a Customer of replacing such



-2-









 






Hedging Transaction as of the date of determination (assuming the
Hedging Transaction were to be terminated as of that date), and
“unrealized profits” means the fair market value of the gain to such
Customer of replacing such Hedging Transaction as of the date of
determination (assuming such Hedging Transaction were to be
terminated as of that date), in each case, as reasonably determined
and communicated by the Metal Lender and, to the extent applicable
to the particular Hedging Transaction, using the value of underlying
Precious Metal calculated in accordance with Section 2.02
hereof.



          (d) Section 4 of the Precious Metals Agreement is hereby amended and restated in its entirety
to read as set forth in Annex I hereto.




          (e) Section 5 of the Precious Metals Agreement is hereby amended and restated in its entirety
to read as set forth in Annex II hereto.




          (f) Section 7.03 of the Precious Metals Agreement is hereby amended and restated in its
entirety to read as follows:





As continuing security for the prompt and punctual payment and
performance of all Obligations, the Customer Agent shall cause one
or more Letters of Credit to be issued for the benefit of the Metal
Lender to the extent required by Sections 5.01 and
9.22 hereof, and maintain such Letters of Credit at all
times until payment in full of the Obligations and termination of
the Metal Lender’s obligations hereunder.



          (g) Section 10.01(n) of the Precious Metals Agreement is hereby amended and restated in its
entirety to read as follows:





the Customers shall fail to renew or replace any Letter of Credit
securing this Agreement, or any extension(s) or replacement(s)
therefor, at least ten (10) Business Days prior to its scheduled
expiry date, if any, unless the Customers have demonstrated to the
Metal Lender’s reasonable satisfaction that the loss of such Letter
of Credit is adequately offset by other existing Letters of Credit
and other Collateral and will not result in an Event of Default with
respect to Section 5.01 or 9.22 hereof; or the
issuer of any Letter of Credit shall seek to modify, revoke or
terminate its liability under a Letter of Credit, or any
governmental agency shall seek to limit, defer, postpone or
terminate the Metal Lender’s rights or the issuer’s liability under
a Letter of Credit, unless the Customers have replaced such Letter
of Credit with a substitute Letter of Credit within ten (10)
Business Days or have demonstrated to the Metal Lender’s reasonable
satisfaction that the loss of such Letter



-3-









 







of Credit is adequately offset by other Collateral and will not
result in an Event of Default under Section 5.01 or
9.22 hereof;



          (h) Schedule 1 to the Precious Metals Agreement is hereby amended and restated in its entirety
to read as set forth in Annex III hereto.




     3. 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, no
Default or Event of Default exists under the Precious Metals Agreement.



     4. 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.



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



     7. 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.



-4-









 





     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.	 	 	 	WILLIAMS ADVANCED MATERIALS INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	By:	 	 	 	 
	 

	 	 

Michael C. Hasychak
	 	 
	 	 	 	 

Michael C. Hasychak
	 	 
	 

	 	Vice President, Treasurer and Secretary
	 	 	 	 	 	Vice President, Treasurer and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TECHNICAL MATERIALS, INC.	 	 	 	BRUSH WELLMAN INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Michael C. Hasychak
	 	 
	 	 	 	 

Michael C. Hasychak
	 	 
	 

	 	Vice President, Treasurer and Secretary
	 	 	 	 	 	Vice President, Treasurer and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ZENTRIX TECHNOLOGIES INC.	 	 	 	WILLIAMS ACQUISITION, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	 	 
	 
	 	Michael C. Hasychak	 	 	 	 	 	Michael C. Hasychak	 	 
	 

	 	Chief Financial Officer and Secretary
	 	 	 	 	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THIN FILM TECHNOLOGY, INC.	 	 	 	TECHNI-MET, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Gary W. Schiavoni
	 	 
	 	 	 	 

Gary W. Schiavoni
	 	 
	 

	 	Secretary
	 	 	 	 	 	Asst. Secretary and Asst. Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ACADEMY CORPORATION	 	 	 	ACADEMY GALLUP, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Richard W. Sager
	 	 
	 	 	 	 

Richard W. Sager
	 	 
	 

	 	President
	 	 	 	 	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	METAL
LENDER:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE
BANK OF NOVA SCOTIA

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name:

	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name:

	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	 







-5-











 





ANNEX I




AMENDED AND RESTATED SECTION 4



4. SEGREGATED STORAGE FACILITIES.




     Section 4.01 Segregated Storage Facilities.



     The Metal Lender may elect in its sole discretion from time to time to deliver to WAM or any
other Customer identifiable Precious Metal pursuant to this Section 4 (“Stored Precious
Metal”); provided, however, that unless the Metal Lender shall otherwise agree,
(a) the Stored Precious Metal shall be delivered in such amounts as may be requested by WAM or the
applicable Customer provided that the aggregate value of all Stored Precious Metal outstanding and
subject to this Section 4 and valued in accordance with the provisions of Section
2.02 hereof shall not exceed the Stored Precious Metal Limit at any time, and (b) deliveries of
Stored Precious Metal shall occur no more frequently than on a weekly basis. Upon delivery of the
Precious Metal to a Customer pursuant to this Section 4.01, WAM or the applicable Customer
will sign and return to the Metal Lender a receipt for the Precious Metal so delivered, which
receipt shall indicate that the Precious Metal constitutes Stored Precious Metal held for the Metal
Lender’s account pursuant to the terms of this Section 4. WAM or the applicable Customer
will hold the Stored Precious Metal in a safekeeping vault at an Approved Storage Facility
Location, segregated from all other material and precious metal it may hold and clearly marked as
belonging to the Metal Lender (each, a “Segregated Storage Facility”), and WAM or the
applicable Customer will indicate in its books and records that the Stored Precious Metal is owned
by and belongs to the Metal Lender and is being held for the Metal Lender’s account pursuant to the
terms of this Section 4. Except as hereinafter provided, title to the Stored Precious
Metal will at all times remain solely in the Metal Lender, and no Customer: (a) will acquire any
interest in the Stored Precious Metal except as hereinafter permitted; (b) except as permitted
elsewhere in this Section 4, will remove the Stored Precious Metal from a Segregated
Storage Facility; and (c) will create or incur, any Lien whatsoever on any of the Stored Precious
Metal, other than any Lien that is subject to one of the Intercreditor Agreements or otherwise
claimed by or granted by the Metal Lender. Except as hereinafter provided, the Stored Precious
Metal will not become part of any Customer’s Inventory for any purposes.



     Section 4.02 Periodic Removal of Storage Metal.



     Upon notifying the Metal Lender using the Metal Lender’s approved notice procedures, a
Customer may remove Stored Precious Metal from its Segregated Storage Facility in such quantities
as may be required by such Customer for its manufacturing operations; provided,
however, all quantities of Stored Precious Metal so removed from a Segregated Storage
Facility: (a) shall immediately and without further action become and be deemed to constitute
Consigned Precious Metal under Section 2 of this Agreement and shall be subject to all of
the terms and conditions of this Agreement, including Section 2 hereof; or (b) shall be
paid for in full upon terms agreed to at such time by the Customer and the Metal Lender. If,
following removal of the Stored Precious Metal from a Segregated Storage Facility and its
designation as Consigned



 









 




Precious Metal pursuant to Section 2 of this Agreement, the Consignment Limit is
exceeded, the Customers will promptly and without further notice from or demand by the Metal
Lender, take such action as is required by Section 2.09 hereof to reduce the amount of
Consigned Precious Metal outstanding pursuant to the Consignment Facility to an amount at or below
the Consignment Limit.




     Section 4.03 Removal of Stored Precious Metal at Request of the Metal Lender.



     From time to time, the Metal Lender may provide the Customers with reasonable written
instructions specifying that a quantity of Stored Precious Metal must be delivered to the Metal
Lender or to a designated third party located in the continental United States and within a
100-mile radius of where such Stored Precious Metal is then located. The Customers shall promptly
following receipt of such instructions perform in accordance with such instructions. Except as
provided in Section 4.02 hereof, a Customer may only remove Stored Precious Metal from
safekeeping in order to deliver such Stored Precious Metal to the Metal Lender or to a third party
in accordance with the Metal Lender’s written instructions. A Customer may only transfer Stored
Precious Metal to a third party for the Metal Lender’s account pursuant to the terms of this
Agreement notwithstanding the fact that such Customer may hold other Precious Metal for the Metal
Lender’s account.



     Section 4.04 Stored Precious Metal Not Subject to Fees.



     None of the Customers, on the one hand, nor the Metal Lender, on the other hand, shall be
required to pay to the other any consignment fees, gold loan fees, market premiums or any other
fees with respect to the Stored Precious Metal while it is in a Segregated Storage Facility, and no
consignment fees shall be imposed until such time as a Customer removes Stored Precious Metal from
its Segregated Storage Facility pursuant to the provisions of Section 4.02 hereof.



     Section 4.05 Access to Segregated Storage Facility.



     The Customers will at all times provide to the Metal Lender access to each Segregated Storage
Facility and to its related premises and related books and records during regular business hours,
with or without notice, in order to permit the Metal Lender to verify the Customers’ compliance
with the terms of this Section 4. While on any Customer’s Premises, the Metal Lender shall
follow all generally applicable safety, health and security policies.



     Section 4.06 Security Interest.



     The Customers and the Metal Lender agree and intend that all Stored Precious Metal within a
Segregated Storage Facility shall be owned solely by the Metal Lender. Each Customer hereby grants
to the Metal Lender a security interest in all right, title and interest of such Customer, if any,
in, under and to the Stored Precious Metal to secure the payment and performance of all Obligations
contained in this Agreement, including, without limitation, the provisions of this Section
4. The Customers hereby agree that the Metal Lender is authorized to prepare and file any
Uniform Commercial Code financing statements and continuations thereof reasonably deemed necessary
or appropriate by the Metal Lender to evidence its ownership interest and security interest in the
Stored Precious Metal. All such financing statements



Annex I-2









 




heretofore filed by the Metal Lender against any of the Customers with respect to this
Agreement are hereby ratified.




     Section 4.07 Risk of Loss.



     The Customers will be liable to the Metal Lender for any theft, loss or conversion of any
Stored Precious Metal held pursuant to the terms of this Section 4 or for any casualty to
any Stored Precious Metal held pursuant to the terms of this Section 4 and will maintain in
full force and effect insurance conforming to that required pursuant to Section 2.01(d)
hereof in an amount sufficient to cover the Stored Precious Metal and naming the Metal Lender as a
loss payee and as an additional insured as its interest may appear, and will deliver to the Metal
Lender proof that such insurance is in full force and effect prior to the first shipment of Stored
Precious Metal pursuant to the terms of this Section 4.



     Section 4.08 Waiver of Setoff.



     Each Customer hereby waives any and all Liens, rights of setoff or other claims against the
Stored Precious Metal held for the Metal Lender pursuant to the terms of this Section 4.



     Section 4.09 Termination of Segregated Storage Facilities.



     All Segregated Storage Facilities shall terminate on the Maturity Date or on such earlier date
as the Metal Lender accelerates the Obligations by reason of the occurrence of an Event of Default
hereunder. In addition, the Customers, on the one hand, or the Metal Lender, on the other hand,
may at any time on thirty (30) days prior written notice to the other terminate any particular
Segregated Storage Facility. Upon termination of a Segregated Storage Facility, the Customers
shall return at their sole expense and risk to the Metal Lender in accordance with the Metal
Lender’s reasonable written instruction all Stored Precious Metal therein. Termination of any
particular Segregated Storage Facility shall not affect any Customer’s duty to perform its
obligations to the Metal Lender under this Section 4.



* * * * *









Annex I-3









 








ANNEX II




AMENDED AND RESTATED SECTION 5



5. HEDGING TRANSACTIONS.




     Section 5.01 Hedging Transactions.



     The Customers and the Metal Lender may from time to time enter into Hedging Transactions in
form and substance and on terms, including pricing, as are mutually satisfactory to the Customers
and the Metal Lender, so long as at such time (a) no Default has occurred and is continuing, (b)
the aggregate stated face value or notional amount, as applicable, of all Hedging Transactions then
in effect does not exceed $20,000,000, and (c) one or more Letters of Credit are in effect at such
time having an aggregate undrawn face amount equal to or greater than the sum of (x) one hundred
five percent (105%) of the Net Marked-to-Market Exposure of all Hedging Transactions then in
effect, plus (y) any Refining Reserve to the extent required by Section 9.22
hereof. If at any time, the aggregate undrawn face amount of all Letters of Credit is insufficient
to satisfy the condition in Section 5.10(c), then the Customers will promptly, without
further notice or demand by the Metal Lender, (a) make payment to the Metal Lender, (b) amend one
or more Hedging Transactions, (c) increase the face amount of one or more Letters of Credit then in
effect, or (d) enter into any combination of the foregoing, in any case, to cause such condition to
be satisfied. Unless otherwise agreed by the Metal Lender, no Hedging Transaction shall have a
maturity in excess of twelve (12) months or later than the Maturity Date.



     Section 5.02 Late Fee; Default Rate on Obligations.



          (a) If the entire amount of a required payment under a Hedging Transaction is not paid in full
within ten (10) Business Days after the same is due, the Customers shall pay to the Metal Lender to
the extent permitted by law by bank wire sent to a bank of such Metal Lender’s choice, a late fee
equal to five percent (5%) of the required payment.




          (b) Except as otherwise provided in any particular Hedging Transaction, each Customer hereby
agrees to pay to the Metal Lender by bank wire sent to a bank of the Metal Lender’s choice or by
bank check, upon demand, to the extent permitted by law, interest on any sum or amount not paid
when due under any Hedging Transaction at a rate per annum equal to the Prime Rate, plus
two percent (2%), from the date of delinquency until payment in full. Interest shall be calculated
on the basis of a 360-day year counting the actual number of days elapsed. Each change in the
Prime Rate charged shall be effective upon each date the Prime Rate changes.




     Section 5.03 Payments.



     Each Customer hereby authorizes the Metal Lender to charge such Customer’s account, at any
time and from time to time for the purpose of paying any amounts which are at any time payable by
the Customers under this Section 5. Accordingly, all payments to be made by the Customer
under Section 5 may be automatically debited to such account.



 









 





     Section 5.04 Termination.



     The Hedging Transaction Facility shall terminate on the Maturity Date or on such earlier date
as the Metal Lender terminates the Hedging Transaction Facility either (a) by reason of the
occurrence and continuance of an Event of Default, or (b) by the Metal Lender giving to the
Customers not less than thirty (30) days prior written notice of its decision to terminate the
Hedging Transaction Facility. Notwithstanding termination, any then outstanding Hedging
Transactions shall continue pursuant to their terms, and until all Obligations have been fully
satisfied (except for those specific covenants and conditions dealing with entering into new
Hedging Transactions), all terms and conditions of this Agreement shall remain in full force and
effect.



     Section 5.05 Security.



     All Obligations under this Section 5 and under all Hedging Transactions shall be
secured by all security interests granted by this Agreement and by all Security Documents, and are
subject to the Security Documents.



* * * * *









Annex II-2









 








ANNEX II




AMENDED AND RESTATED SCHEDULE 1 (APPROVED LOCATIONS)



SCHEDULE I



APPROVED LOCATIONS



	 	 	 
	Approved Domestic Locations
	 	 
	 
	 	 
	Williams Advanced Materials Inc.

	 	Technical Materials, Inc.
	2978 Main Street

	 	5 Wellington Road
	Buffalo, New York 14214

	 	Lincoln, Rhode Island 02865
	 
	 	 
	Williams Advanced Materials Inc.

	 	Techni-Met, LLC
	2080 Lockport Road

	 	300 Lamberton Road
	Wheatfield, New York 14304

	 	Windsor, Connecticut 06095
	 
	 	 
	Williams Acquisition, LLC

	 	Techni-Met, LLC
	42 Mt. Ebo Road South

	 	30 East Newberry Rd.
	Brewster, New York 10509

	 	Bloomfield, Connecticut 06002
	 
	 	 
	Thin Film Technology

	 	Cerac, inc. (a Williams Advanced Materials site)
	153 Industrial Way

	 	404-407 N. 13th St. and
	Buellton, CA 93427

	 	1316 W. St. Paul St.
	 

	 	Milwaukee, Wisconsin 53233
	 
	 	 
	Zentrix Technologies Inc.

	 	Williams Advanced Materials Inc.
	Newburyport Industrial Park

	 	3500 Thomas Rd, Suite C
	22 Graf Road

	 	Santa Clara, California 95054
	Newburyport, Massachusetts 01950
	 	 
	 
	 	 
	Brush Wellman Inc.

	 	Brush Wellman Inc.
	14710 W. Portage River South Rd.

	 	27555 College Park Drive
	Elmore, Ohio 43416-9502

	 	Warren, Michigan 48088
	 
	 	 
	Academy Corporation

	 	Academy Corporation
	6905 Washington Avenue NE

	 	5531 Midway Park Place NE
	Albuquerque, New Mexico 87109

	 	Albuquerque, New Mexico 87109
	 
	 	 
	Academy Corporation

	 	Academy Corporation
	5520 Midway Park Place NE

	 	5941 Midway Park Place NE
	Albuquerque, New Mexico 87109

	 	Albuquerque, New Mexico 87109
	 
	 	 
	Academy Gallup, LLC
	 	 
	1257 North Highway 491
	 	 
	Gallup, New Mexico 87301
	 	 
	 
	 	 
	Approved Foreign Locations
	 	 
	 
	 	 
	Far East PTE LTD.

	 	OMC Scientific Czech, sro
	110 Paya Lebar Road #02-01

	 	Prumyslova ul.
	Singapore Warehouse

	 	440 01 Louny
	Singapore 409009

	 	Czech Republic
	 
	 	 
	Far East PTE LTD.

	 	Seagate
	10 Arumugan Rd.

	 	1 Disc Drive
	Lion Industrial Bldg.

	 	Springtown Industrial Estate
	Singapore Warehouse

	 	Londonderry, Northern Ireland
	Singapore 4099957

	 	BT48 OBF United Kingdom






 









 






	 	 	 
	WAM Taiwan Co. Ltd.

	 	Williams Advanced Material (Suzhou) Ltd.
	No. 19 Zhongxing 1st St.

	 	No. 28, Su Tong Road
	Luzhu Shiang, Taoyuan County

	 	Suzhou Industrial Park
	Taiwan, ROC

	 	China 215021
	 
	 	 
	OMC Scientific

	 	Williams Advanced Materials — Philippines
	Ballysimon Road

	 	Bldg. 8365 Argionaut Highway
	Limerick, Ireland

	 	Cubi Pt.
	 

	 	Subic Bay Freeport Zone
	 

	 	Philippines 2222
	 
	 	 
	Approved Refiners / Fabricators
	 
	 	 
	Coining of America

	 	Johnson Matthey Limited
	280 Midland Avenue

	 	130 Glidden Road
	Saddle Brook, New Jersey 07663

	 	Brampton, Ontario, Canada L6W 3M8
	 
	 	 
	Sigmund Cohn Corp.

	 	Johnson Matthey
	121 South Columbus Avenue

	 	Orchard Road
	Mount Vernon, New York 10553

	 	Royston, Hertfordshire, England SG8 5HE
	 
	 	 
	Sofield Mfg.

	 	Johnson Matthey
	2 Main Street

	 	2001 Nolte Drive
	Ridgefield Park, New Jersey 07660

	 	West Deptford, New Jersey 08066
	 
	 	 
	NuTec Metal Joining Products

	 	Rohm & Haas Electric Materials LLC
	12999 Plaza Drive

	 	272 Buffalo Avenue
	Cleveland, Ohio 44193

	 	Freeport, New York 11520
	 
	 	 
	BASF Catalysts, LLC

	 	Sabin Metal Corp.
	554 Engelhard Drive

	 	300 Pantigo Place
	Seneca, South Carolina 29679

	 	East Hampton, New York 11937
	 
	 	 
	Heraeus Metal Processing, Inc.

	 	Seagate Technology
	13429 Alondra Blvd.

	 	7801 Computer Ave.
	Santa Fe Springs, California 90670

	 	Bloomington, MN 55435
	 
	 	 
	Approved Subconsignees and Approved Subconsignee Locations
	 
	 	 
	Honeywell

	 	International Rectifier
	830 Arapaho Road

	 	a Hexfet America Facility
	Richardson, Texas 75081

	 	41915 Business Park Drive
	 

	 	Temecula, California 92590
	 
	 	 
	Triquint Semiconductor

	 	International Rectifier
	500 W. Renner Road

	 	Cardiff Road
	Richardson, Texas 75083-3938

	 	Newport
	 

	 	South Wales, England NP10 8YJ
	 
	 	 
	Triquint Semiconductor
	 	 
	2300 N.E. Brookwood Pkwy.
	 	 
	Hillsboro, Oregon 97124
	 	 
	 
	 	 
	Approved Storage Facility Locations
	 
	 	 
	Williams Advanced Materials Inc.

	 	Academy Corporation
	2978 Main Street

	 	5531 Midway Park Place NE
	Buffalo, New York 14214

	 	Albuquerque, New Mexico 87109
	 
	 	 
	Academy Corporation

	 	Academy Corporation
	6905 Washington Avenue NE

	 	5941 Midway Park Place NE
	Albuquerque, New Mexico 87109

	 	Albuquerque, New Mexico 87109






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Annex III-2