1 Exhibit 4a CREDIT AGREEMENT, dated as of June 30, 2000 (herein, as amended, supplemented or otherwise modified from time to time, "THIS AGREEMENT"), among the following: (i) BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (the "PARENT"), and...Credit Agreement • August 14th, 2000 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
by and among BRUSH ENGINEERED MATERIALS INC., as BORROWER andLoan Agreement • December 16th, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • New York
EXHIBIT 4(a) RIGHTS AGREEMENT Dated as of May 10, 2000 By and Between Brush Engineered Materials Inc.Rights Agreement • May 16th, 2000 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
EXHIBIT 1.1 BRUSH ENGINEERED MATERIALS INC. 1,815,000 Shares of Common Stock* UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2004 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
BACKGROUNDLoan Agreement • March 14th, 2005 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • New York
AMONGCredit Agreement • December 8th, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
RECITALS:Credit Agreement • March 31st, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
LETTER AGREEMENTLetter Agreement • August 9th, 2004 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals
EXHIBIT 4 INDENTURE MODIFICATIONBrush Engineered Materials Inc • August 11th, 2003 • Primary smelting & refining of nonferrous metals
BETWEENSupply Agreement • November 6th, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
EXHIBIT 4.1 LEASE MODIFICATIONBrush Engineered Materials Inc • August 11th, 2003 • Primary smelting & refining of nonferrous metals
WITNESSETH:Agreement • March 14th, 2005 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals
DEFINITIONSBrush Engineered Materials Inc • March 14th, 2005 • Primary smelting & refining of nonferrous metals • Ohio
EXHIBIT 4C SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of September 28, 2001 ("Amendment"), by and among BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (the "PARENT"), and BRUSH...Credit Agreement • March 27th, 2002 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
NINTH AMENDMENT TO MASTER LEASE AGREEMENT AND EQUIPMENT SCHEDULESMaster Lease Agreement • March 31st, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
THIRD AMENDMENT TO CREDIT AGREEMENT ----------------------------------- AND CONSENT -----------Credit Agreement • March 27th, 2002 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
ARTICLE I DEFINITIONSBrush Engineered Materials Inc • March 14th, 2005 • Primary smelting & refining of nonferrous metals • Ohio
Exhibit 10 MEMORANDUM BRUSH ENGINEERED MATERIALS INC. DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS (AS AMENDED THROUGH SEPTEMBER 11, 2001) This Memorandum relates to the Common Shares of Brush Engineered Materials Inc that have been reserved...Brush Engineered Materials Inc • November 13th, 2001 • Primary smelting & refining of nonferrous metals
RECITALS:Credit Agreement • March 31st, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 20, 2013 among MATERION CORPORATION MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES NETHERLANDS B.V. The Other Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto...Credit Agreement • June 25th, 2013 • MATERION Corp • Metal forgings & stampings • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of June 20, 2013 among MATERION CORPORATION, MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES NETHERLANDS B.V., the other FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., KEYBANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.
FORTrust Agreement • March 14th, 2005 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
2004 Form L Transferrable Option Cash or Stock Annual Grant BRUSH ENGINEERED MATERIALS INC. Nonqualified Stock Option Agreement WHEREAS_______________ (hereinafter called the "Optionee") is a non-employee director of Brush Engineered Materials Inc....Brush Engineered Materials Inc • March 14th, 2005 • Primary smelting & refining of nonferrous metals
Cash or Stock BRUSH WELLMAN INC. Nonqualified Stock Option Agreement WHEREAS, __________________________________ (hereinafter called the "Optionee") is a salaried employee of Brush Wellman Inc. (hereinafter called the "Company") or a subsidiary of the...Brush Engineered Materials Inc • March 14th, 2005 • Primary smelting & refining of nonferrous metals
RIGHTS AGREEMENT Dated as of May 10, 2000 By and Between Brush Engineered Materials Inc. and National City Bank, N.A., as Rights AgentRights Agreement • August 3rd, 2005 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
This RIGHTS AGREEMENT, dated as of May 10, 2000 (this “AGREEMENT”), is made and entered into by and between Brush Engineered Materials Inc., an Ohio corporation (the “COMPANY”), and National City Bank, N.A., as rights agent (the “RIGHTS AGENT”).
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • February 27th, 2009 • Brush Engineered Materials Inc • Metal forgings & stampings • Ohio
This Officer Indemnification Agreement, dated as of , 2009 (this “Agreement”), is made by and between Brush Engineered Materials Inc., an Ohio corporation (the “Company”), and (“Indemnitee”), who is an officer of the Company.
ARTICLE I DEFINITIONSBrush Engineered Materials Inc • November 13th, 2000 • Primary smelting & refining of nonferrous metals • Ohio
1 Exhibit 4 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2001 ("Agreement"), by and among BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (the "PARENT"), and BRUSH WELLMAN INC., an Ohio...Credit Agreement • May 14th, 2001 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
RIGHTS AGREEMENT Dated as of May 10, 2000 By and Between Brush Engineered Materials Inc. and National City Bank, N.A., as Rights AgentRights Agreement • August 6th, 2007 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
This RIGHTS AGREEMENT, dated as of May 10, 2000 (this “AGREEMENT”), is made and entered into by and between Brush Engineered Materials Inc., an Ohio corporation (the “COMPANY”), and National City Bank, N.A., as rights agent (the “RIGHTS AGENT”).
CREDIT AGREEMENT dated as of November 7, 2007 among BRUSH ENGINEERED MATERIALS INC. WILLIAMS ADVANCED MATERIALS (NETHERLANDS) B.V. The Other Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto RBS CITIZENS, NATIONAL ASSOCIATION and...Credit Agreement • November 7th, 2007 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 7, 2007 among BRUSH ENGINEERED MATERIALS INC., WILLIAMS ADVANCED MATERIALS (NETHERLANDS) B.V., the other FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, FIFTH THIRD BANK and LASALLE BANK NATIONAL ASSOCIATION, as Co-Syndication Agents and RBS CITIZENS, NATIONAL ASSOCIATION and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • February 27th, 2009 • Brush Engineered Materials Inc • Metal forgings & stampings • Ohio
This Director Indemnification Agreement, dated as of ___, 200___(this “Agreement”), is made by and between Brush Engineered Materials Inc., an Ohio corporation (the “Company”), and (“Indemnitee”), who is a director of the Company.
THIRD AMENDED AND RESTATED PRECIOUS METALS AGREEMENTPrecious Metals Agreement • October 4th, 2010 • Brush Engineered Materials Inc • Metal forgings & stampings • New York
No downward adjustment in the Applicable Margin shall be permitted following the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing or anything else to the contrary in this Agreement, within thirty (30) days after the Customers deliver to the Metal Lender the annual, audited financial statements of BEM with respect to any particular Fiscal Year pursuant to Section 9.1(a), either the Customer Agent or the Metal Lender may prepare and deliver to the other a statement (a “Recalculation Statement”) setting forth (i) the assertion of such party that the Applicable Margin used with respect to any particular quarter of such Fiscal Year was incorrect based on verification of BEM’s Leverage Ratio for such quarter based on the annual, audited financial statements of BEM, and (ii) such party’s calculation of the correct Leverage Ratio, resulting Applicable Margin and resulting shortfall or excess in fees charged hereunder based on such calculations. Within
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 13, 2011 among MATERION CORPORATION MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES NETHERLANDS B.V. The Other Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN...Credit Agreement • August 8th, 2012 • MATERION Corp • Metal forgings & stampings • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 13, 2011 among MATERION CORPORATION, MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES NETHERLANDS B.V., the other FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., KEYBANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.
TENTH AMENDMENT TO MASTER LEASE AGREEMENT AND EQUIPMENT SCHEDULESMaster Lease Agreement and Equipment Schedules • March 31st, 2003 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio
AMENDMENT NO. 10 TO CONSIGNMENT AGREEMENTConsignment Agreement • October 30th, 2014 • MATERION Corp • Metal forgings & stampings • New York
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 TH
