exv4w11






Exhibit 4k




AMENDMENT NO. 2

TO

SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT




     THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT (this
“Amendment”) is made as of June 25, 2008, 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, INC.,
a Connecticut corporation (“Techni-Met”) 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, Techni-Met 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
(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. The definition of “Approved Subconsignee Locations” appearing in Article 1 of the
Precious Metals Agreement is hereby amended and restated in its entirety to read as follows:




“Approved Subconsignee Locations” means, collectively, the
locations described in Schedule 1 attached hereto, as it may
be amended by the parties from time to time, and each other location
approved by the Metal Lender in writing from time to time, where
Consigned Precious Metal may be located while in the possession of
Approved Subconsignees.



 









 





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


International Rectifier

a Hexfet America Facility

41915 Business Park Drive

Temecula, California 92590



International Rectifier

Cardiff Road

Newport

South Wales, England NP10 8YJ




     3. 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. 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. 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.



     6. Except as amended hereby, the Precious Metals Agreement shall remain in full force and
effect and is in all respects hereby ratified and affirmed.



     7. The Customers covenant and agree jointly and severally to pay all out-of-pocket expenses,
costs and charges incurred by the Metal Lender (including reasonable fees and



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disbursement of counsel) in connection with the review and implementation of this Amendment,
up to a maximum of $500.




     8. 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]







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     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:	 	  

	 

	 	Name:
	 	 

	 	 	 	Name:
	 	 

	 

	 	Title:
	 	 

	 	 	 	Title:
	 	 

	 
	 	 	 	 	 	 	 	 	 	 
	TECHNICAL MATERIALS, INC.	 	BRUSH WELLMAN INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 
	 	By:	 	  

	 

	 	Name:
	 	 

	 	 	 	Name:
	 	 

	 

	 	Title:
	 	 

	 	 	 	Title:
	 	 

	 
	 	 	 	 	 	 	 	 	 	 
	ZENTRIX TECHNOLOGIES INC.	 	WILLIAMS ACQUISITION, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 
	 	By:	 	  

	 

	 	Name:
	 	 

	 	 	 	Name:
	 	 

	 

	 	Title:
	 	 

	 	 	 	Title:
	 	 

	 
	 	 	 	 	 	 	 	 	 	 
	THIN FILM TECHNOLOGY, INC.	 	TECHNI-MET, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 
	 	By:	 	  

	 

	 	Name:
	 	 

	 	 	 	Name:
	 	 

	 

	 	Title:
	 	 

	 	 	 	Title:
	 	 

	 
	 	 	 	 	 	 	 	 	 	 
	METAL LENDER:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE BANK OF NOVA SCOTIA	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 
	 	 	 	 	 	 







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