MTRN-EX10.3_2014.9.26-Q3






EXHIBIT 10.3
AMENDMENT NO. 10 TO CONSIGNMENT AGREEMENT
THIS AMENDMENT NO. 10 TO CONSIGNMENT AGREEMENT (this “Amendment”) is made as of September 30, 2014, 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”); 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 Lenders of a Joinder Agreement under the Consignment 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 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, (ii) Omnibus Amendment to Metal Documents, dated as of June 10, 2010, (iii) Amendment No. 3 to Consignment Agreement, dated as of September 30, 2010, (iv) Amendment No. 4 to Consignment Agreement, dated as of November 10, 2010, (v) Amendment No. 5 to Consignment Agreement, dated as of March 7, 2011, (vi) Amendment No. 6 to Consignment Agreement, dated as of September 13, 2011, (vii) Amendment No. 7 to Consignment Agreement, dated as of August 24, 2012 and (viii) Amendment No. 8 to Consignment Agreement, dated as of October 1, 2013, and (viii) Amendment No. 9 to Consignment Agreement, dated as of July 23, 2014 (as amended, the “Consignment Agreement”); and
WHEREAS, the parties hereto desire to amend the Consignment Agreement as set forth herein;
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.    Amendments.  

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(a)    The definition of “Maturity Date” appearing in Section 1 of the Consignment Agreement is hereby amended and restated in its entirety to read as follows:
“Maturity Date” means September 30, 2016.  Any obligations of the Customers under this Agreement that 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.    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, after giving effect to this Amendment, no Default or Event of Default exists under the Consignment 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 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.
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 Lenders (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.


[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:


	 

	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
     Michael C. Hasychak 
     Vice President, Treasurer and Secretary


	MATERION BRUSH INC. 

By: /s/ Michael C. Hasychak
     Michael C. Hasychak 
     Vice President, Treasurer and Secretary



	MATERION TECHNOLOGIES INC.


By: /s/ Michael C. Hasychak
     Michael C. Hasychak 
     Chief Financial Officer and Secretary


	MATERION BREWSTER LLC


By: Michael C. Hasychak
     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/ Gary W. Schiavoni
      Gary W. Schiavoni
      Asst. Secretary and Asst. Treasurer 
	MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES LLC 

By: /s/ Donald G. Klimkowicz
     Donald G. Klimkowicz
     Manager

	

METAL LENDERS:
	 

	 
	 

	CANADIAN IMPERIAL BANK OF COMMERCE


By: /s/ Dominic Sorresso
Name:  Dominic Sorresso
Title:  Authorized Signatory
	CIBC WORLD MARKETS INC.




By: /s/ Ian Cays
Name:  Ian Cays
Title: Authorized Signatory







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