MTRN-EX10.1_2014.9.26-Q3






EXHIBIT 10.1
AMENDMENT NO. 8 TO CONSIGNMENT AGREEMENT
THIS AMENDMENT NO. 8 TO CONSIGNMENT AGREEMENT (this “Amendment”) is made as of October 1, 2013, 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, and (vii) Amendment No. 7 to Consignment Agreement, dated as of August 24, 2012 (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.  
(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:

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“Maturity Date” means September 30, 2014.  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.
(b)    The definition of “Senior Credit Agreement” appearing in Section 1 of the Consignment Agreement is hereby amended and restated in its entirety to read as follows: 
“Senior Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 20, 2013, among BEM, Materion Advanced Materials Technologies and Services Netherlands B.V., the other foreign Subsidiary borrowers party thereto from time to time, certain lenders party thereto from time to time, and JPMorgan Chase, N.A., as administrative agent, as may be amended, restated or supplemented, or refinanced or otherwise replaced from time to time.  If the Senior Credit Agreement is hereafter amended, refinanced or otherwise replaced (including, without limitation, with an unsecured credit facility), the parties hereto shall negotiate in good faith to make appropriate modifications to this Agreement acceptable to the parties hereto, such that the applicable representations, warranties, agreements, covenants and Events of Default herein conform to their corresponding provisions of such amended, refinanced or replaced credit facility; provided, however, that the Metal Lenders will not be required to make any such modifications to the extent they would cause the Metal Lenders to surrender, release or otherwise compromise its security interest in the Collateral.
(c)    The various Schedules to the Consignment Agreement are hereby amended and restated in their entirety to read as set forth in Annex I hereto. 
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 

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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:   /s/ 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/ Dominic Sorresso         
Name:   Dominic Sorresso         
Title:   Authorized Signatory         







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ANNEX I
AMENDED AND RESTATED SCHEDULES
(Some Information Provided for Informational Purposes Only)
                


SCHEDULE 1
APPROVED LOCATIONS
	
		
	Approved Domestic Locations

	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) 
2978 Main Street
Buffalo, New York 14214
	Materion Technical Materials Inc.
(f/k/a Technical Materials, Inc.)
5 Wellington Road
Lincoln, Rhode Island 02865

	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) 
2080 Lockport Road
Wheatfield, New York 14304
	Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC)
300 Lamberton Road 
Windsor, Connecticut  06095

	Materion Brewster LLC (f/k/a Williams Acquisition, LLC) 
42 Mt. Ebo Road South
Brewster, New York 10509
	Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC)
30 East Newberry Rd.
Bloomfield, Connecticut  06002

	Materion Precision Optics and Thin Film Coatings LLC (f/k/a Thin Film Technology, Inc.)  
153 Industrial Way 
Buellton, CA 93427
	Cerac, inc. (a Materion Advanced Materials Technologies and Services site)
404-407 N. 13th St. and
1316 W. St. Paul St.
Milwaukee, Wisconsin 53233

	Materion Technologies Inc. (f/k/a Zentrix Technologies Inc.) 
Newburyport Industrial Park 
22 Graf Road
Newburyport, Massachusetts 01950
	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) 
3500 Thomas Rd, Suite C
Santa Clara, California 95054

	Materion Brush Inc. (f/ka/ Brush Wellman Inc.)
14710 W. Portage River South Rd.
Elmore, Ohio  43416-9502
	Materion Brush Inc. (f/ka/ Brush Wellman Inc.)
27555 College Park Drive
Warren, Michigan  48088

	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
6905 Washington Avenue NE
Albuquerque, New Mexico 87109
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5531 Midway Park Place NE
Albuquerque, New Mexico 87109

	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5520 Midway Park Place NE
Albuquerque, New Mexico 87109
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5941 Midway Park Place NE
Albuquerque, New Mexico 87109





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	Materion Advanced Materials Technologies and Services LLC (f/k/a Academy Gallup, LLC)
1257 North Highway 491
Gallup, New Mexico 87301
	 

	Approved Foreign Locations

	Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
110 Paya Lebar Road #02-01
Singapore Warehouse
Singapore 409009
	Materion Czech S.R.O. (f/k/a OMC Scientific, Czech S.R.O)
Prumyslova ul.
440 01 Louny
Czech Republic

	Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
10 Arumugan Rd.
Lion Industrial Bldg.
Singapore Warehouse
Singapore 4099957
	Seagate 
1 Disc Drive 
Springtown Industrial Estate 
Londonderry, Northern Ireland 
BT48 OBF United Kingdom

	Materion Advanced Materials Technologies and Services Taiwan Co. Ltd. (f/k/a Williams Advanced Materials Technology Taiwan Co., Ltd.)
No. 19 Zhongxing 1st St. 
Luzhu Shiang, Taoyuan County
Taiwan, ROC
	Materion Advanced Materials Technologies and Services Suzhou Ltd. (f/k/a Williams Advanced Materials (Suzhou) Ltd.)
No. 28, Su Tong Road
Suzhou Industrial Park
China  215021

	Materion Ireland Holdings Limited (f/k/a OMC Scientific Holdings Limited) 
Ballysimon Road 
Limerick, Ireland
	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) – Philippines
Bldg. 8365 Argionaut Highway
Cubi Pt.
Subic Bay Freeport Zone
Philippines  2222

	Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
28 Woodlands Loop #10-00 
Singapore 738308
	 

	Approved Refiners / Fabricators

	Coining of America
280 Midland Avenue
Saddle Brook, New Jersey 07663
	Johnson Matthey Limited
130 Glidden Road 
Brampton, Ontario, Canada L6W 3M8

	Sigmund Cohn Corp.
121 South Columbus Avenue
Mount Vernon, New York 10553
	Johnson Matthey
Orchard Road
Royston, Hertfordshire, England SG8 5HE

	Sofield Mfg.
2 Main Street
Ridgefield Park, New Jersey 07660
	Johnson Matthey
2001 Nolte Drive
West Deptford, New Jersey 08066

	NuTec Metal Joining Products
12999 Plaza Drive
Cleveland, Ohio 44193
	Rohm & Haas Electric Materials LLC
272 Buffalo Avenue
Freeport, New York 11520

	BASF Catalysts, LLC
554 Engelhard Drive
Seneca, South Carolina 29679
	Sabin Metal Corp.
300 Pantigo Place
East Hampton, New York 11937





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	Heraeus Metal Processing, Inc.
13429 Alondra Blvd.
Santa Fe Springs, California 90670
	Seagate Technology
7801 Computer Ave.
Bloomington, MN 55435

	Marian, Inc.
1011 East Saint Clair Street
Indianapolis, Indiana  46202
	Marian, Inc.
2787 South Freeman Road
Monticello, Indiana  47960

	Mastermelt America LLC
319 Industrial Park Road
Sweetwater, Tennessee  37847


(With a value (determined in accordance with Section 2.2 of the Agreement) not in excess of $2,000,000.)
	 

	Approved Subconsignees and Approved Subconsignee Locations

	Honeywell
830 Arapaho Road
Richardson, Texas 75081
	International Rectifier 
a Hexfet America Facility 
41915 Business Park Drive 
Temecula, California  92590

	Triquint Semiconductor
500 W. Renner Road
Richardson, Texas 75083-3938
	International Rectifier 
Cardiff Road 
Newport 
South Wales, England  NP10 8YJ

	Triquint Semiconductor
2300 N.E. Brookwood Pkwy.
Hillsboro, Oregon  97124
	Hewlett Packard
1055 NE Circle Blvd.
Chemical Storage Building
Corvallis, OR 97330

	Triquint Semiconductor
1818 Highway 441, S
Apopka, Florida  32703
	PPG Industries
400 Park Drive, Works #6
Carlisle, Pennsylvania  17013

	PPG Industries
7400 Central Freeway
Wichita Falls, Texas  76306
	PPG Industries
4004 Fairview Industrial Drive SE, Works #12
Salem, Oregon  97302

	Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
	 

	Approved Storage Facility Locations

	Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) 
2978 Main Street
Buffalo, New York 14214
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5531 Midway Park Place NE
Albuquerque, New Mexico 87109

	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
6905 Washington Avenue NE
Albuquerque, New Mexico 87109
	Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5941 Midway Park Place NE
Albuquerque, New Mexico 87109






                




SCHEDULE 7.1
COLLATERAL

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The statements set forth in Section 7.1 of the Consignment Agreement are subject to the Intercreditor Agreements and any Client-Customer Arrangements.
 
 
SCHEDULE 9.12


INDEBTEDNESS


	
						
	Lender
	Description
	Secured Assets
	Amount

	Credit Facilities

	JP Morgan Chase
	Senior Credit Agreement (including Letters of Credit and Subfacilities)
	All assets
	N/A

	The Bank of Nova Scotia
	Revolving Credit Agreement between Materion Brush GmbH and The Bank of Nova Scotia.  Facility is secured through a Comfort Letter issued by Materion Corporation
	All assets of Brush Wellman GmbH
	N/A

	



	 
	 
	 

	Project Financing

	Cleveland-Cuyahoga County Port Authority
	Cleveland-Cuyahoga County Port Authority Taxable Development Revenue Bonds (Port of Cleveland Bond Fund) Series 2008A (Brush Wellman Inc. Project)
	Infrastructure and equipment purchased with bond proceeds
	$5,155,000

	State of Ohio
	State of Ohio Department of Development Research and Development Loan (Brush Wellman Inc. Project)
	Infrastructure and equipment purchased with state loan proceeds
	$
	5,000,000
	


	Dayton-Montgomery County Port Authority
	Open-End Mortgage and Security Agreement, dated as of April 1, 2011, from Materion Brush, Inc. to The Bank of New York Mellon Trust Company, N.A., for the benefit of Dayton-Montgomery County Port Authority
	125,400 square foot facility located at 14710 West Portage River Road, Elmore, Ohio, and all structures additions, improvements, appurtenances and herediments on or with respect to such real estate
	$2,000,000

	Toledo-Lucas County Port Authority, Ohio
	Open-End Mortgage and Security Agreement, dated as of April 1, 2011, from Materion Brush Inc. to The Bank of New York Mellon Trust Company, N.A., for the benefit of Toledo-Lucas County Port Authority
	125,400 square foot facility located at 14710 West Portage River Road, Elmore, Ohio, and all structures additions, improvements, appurtenances and herediments on or with respect to such real estate
	$6,000,000





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	Lender
	Description
	Secured Assets
	Amount

	Lorain Port Authority


	Variable Rate Demand Industrial Development Revenue Bond, Series 1996, Brush Wellman Project
	Lorain, Ohio facility financing
	$8,305,000

	



	 
	 
	 

	Hedge Agreements

	JP Morgan Chase
	Foreign Exchange Contracts between JP Morgan Chase and Materion Brush Inc.
	All assets
	Variable

	Fifth Third Bank
	Foreign Exchange Contracts between Fifth Third Bank and Materion Brush Inc.
	All assets
	Variable

	Key Bank
	Utility Hedge Contracts between Key Bank and Materion Corporation
	All assets
	Variable

	RBS Citizens
	Foreign Exchange Contracts between RBS Citizens and Materion Corporation
	All assets
	Variable

	Bank of America, N.A.
	Foreign Exchange Contracts between LaSalle Bank N.A. and Materion Brush Inc.
	All assets
	Variable

	Wells Fargo Bank N.A.
	Foreign Exchange Contracts between Wells Fargo Bank N.A. and Materion Brush Inc.
	All assets
	Variable









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	Letters of Credit

	JPM Reference Number
	Booking Party Name
	Beneficiary Name
	Outstanding Amount
	Issue / Advising Date

	CTCS-328002
	Materion Corporation
	State of Wisconsin Department of Health and Family Services
	$483,781.00
	June 18, 2007

	CTCS-623997
	Materion Corporation
	The Huntington National Bank
	$515,500.00
	June 17, 2008

	CTCS-626207
	Materion Corporation
	The Bank of Nova Scotia
	$20,000,000.00
	April 26, 2005

	CTCS-634321
	Materion Corporation
	Zurich American Insurance Company
	$1,950,000.00
	February 25, 2004

	CTCS-634339
	Materion Corporation
	Dresdner Bank A.G.
	$320,000.00
	April 27, 2004

	CTCS-634359
	Materion Corporation
	Utah Division of Oil, Gas and Mining
	$1,398,000.00
	October 21, 2004

	CTCS-634364
	Materion Corporation
	National Union Fire Insurance Co
	$173,000.00
	November 5, 2004

	CTCS-634379
	Materion Corporation
	Utah Division of Solid & Hazardous Waste
	$90,207.00
	February 23, 2005

	CTCS-634605
	Materion Corporation
	Wells Fargo Bank, N.A.
	$8,557,600.00
	March 9, 2004

	CTCS-639816
	Materion Corporation
	Pennsylvania Department of Environmental Protection
	$320,000.00
	June 2, 2005

	CTCS-852654
	Materion Corporation
	Bank of America, N.A.
	$2,000,000.00
	June 15, 2010

	CTCS-927360
	Materion Corporation
	The Bank of New York Mellon Trust
	$800,000.00
	April 19, 2011

	CTCS-937025
	Materion Corporation
	Ohio Bureau Of Workers’ Compensation
	$425,000.00
	May 13, 2011

	CTCS-383405
	Materion Brush Inc.
	Sck.Cne Belgium
	$64,000.00
	May 16, 2013






                
 
SCHEDULE 9.14


OTHER PERMITTED LIENS


See Schedule 9.12









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