EX-10.1






EXHIBIT 10.1




AMENDMENT



NO. 3

TO

THIRD AMENDED AND RESTATED PRECIOUS METALS AGREEMENT




THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED PRECIOUS METALS AGREEMENT (this
“Amendment”) is made as of October 17, 2011, 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 (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. Amendments.



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



“Consignment Limit” means (a) the lesser of: (i) Two Hundred
Million Dollars ($200,000,000); and (ii) the value (as determined in
accordance with Section 2.2 hereof) of the Customers’
Inventory of Precious Metal (including any Precious Metal obtained
or, at the time of determination, proposed to be obtained, by a
Customer pursuant to this Agreement) at Approved Locations or in
transit between any Approved Locations which is (A) not outstanding
on consignment, loan or lease to the Customers from Approved
Consignors under Permitted Precious Metals Agreements, and (B) is
free and clear of all Liens other than Permitted Metal Liens, minus
(b) the Gold Loan Facility Indebtedness.



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



“Gold Loan Limit” means the lesser of (a) the value (as
determined in accordance with Section 2.2 hereof) of 23,781
fine troy ounces of Gold, and (b) Two Hundred Million Dollars
($200,000,000), minus the Consignment Facility Indebtedness.



(c) Schedule 1 (Approved Locations) to the Precious Metals Agreement is hereby amended
by adding the following company and location as an Approved Subconsignee and Approved
Subconsignment Location, respectively, under the applicable heading:




Cree, Inc.


4600 Silicon Drive


Durham, North Carolina 27703



(d) Schedule 1 (Approved Locations) to the Precious Metals Agreement is hereby amended
by adding the following location as an Approved Foreign Location under the applicable heading:




Materion Advanced Materials Technologies and Services Far East Pte. Ltd.


28 Woodlands Loop #01-00


Singapore 738308



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

	 	MATERION BRUSH INC.

By: /s/ Michael C. Hasychak
	 

	 	 
	Michael C. Hasychak

Vice President, Treasurer and Secretary

	 	Michael C. Hasychak

Vice President, Treasurer and Secretary
	MATERION TECHNOLOGIES INC.

By: /s/ Michael C. Hasychak

	 	MATERION BREWSTER LLC

By: /s/ Michael C. Hasychak
	 

	 	 
	Michael C. Hasychak

Chief Financial Officer and Secretary

	 	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/ Richard W. Sager

	 	MATERION ADVANCED MATERIALS TECHNOLOGIES

AND SERVICES LLC



	 

	 	

	Richard W. Sager

	 	By: /s/ Richard W. Sager
	
 
	 	 
	President

	 	Richard W. Sager

Manager
	METAL LENDER:

	 	

	 

	 	

	THE BANK OF NOVA SCOTIA

By: /s/ Bimal Das

	 	

By: /s/ Sangeeta Shah
	 

	 	 
	Name: Bimal Das

	 	Name: Sangeeta Shah
	 

	 	 
	Title: Director

	 	Title: Associate Director