0001299933-06-006272 Sample Contracts

THIRD AMENDMENT TO PRECIOUS METALS AGREEMENT

Precious Metals Agreement • September 29th, 2006 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • New York

• Contract Type
  Precious Metals Agreement
• Filed
  September 29th, 2006
• Company
  Brush Engineered Materials Inc
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  New York

THIS THIRD AMENDMENT TO PRECIOUS METALS AGREEMENT (“this Amendment”) is made as of the 25th day of September, 2006, by and among BANK OF AMERICA, N.A., a national banking association, as assignee of Fleet Precious Metals Inc., a Rhode Island corporation (the “Metal Supplier”); and 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”), and ZENTRIX TECHNOLOGIES INC., an Arizona corporation (“ZTI”) (BEM, WAM, TMI, BWI and ZTI are herein referred to collectively as the “Customers” and individually as a “Customer”).

TRUST AGREEMENT

Trust Agreement • September 29th, 2006 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Massachusetts

• Contract Type
  Trust Agreement
• Filed
  September 29th, 2006
• Company
  Brush Engineered Materials Inc
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  Massachusetts

TRUST AGREEMENT FOR BRUSH ENGINEERED MATERIALS INC. KEY EMPLOYEE SHARE OPTION PLAN

Trust Agreement • September 29th, 2006 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio

• Contract Type
  Trust Agreement
• Filed
  September 29th, 2006
• Company
  Brush Engineered Materials Inc
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  Ohio

THIS AGREEMENT made this day of September 2006 by and between BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (the “Corporation”) and FIFTH THIRD BANK (together with any successor designated in accordance with Section 12 of this Agreement, the “Trustee”),

FIFTH AMENDMENT TO CREDIT AGREEMENT

Credit Agreement • September 29th, 2006 • Brush Engineered Materials Inc • Primary smelting & refining of nonferrous metals • Ohio

• Contract Type
  Credit Agreement
• Filed
  September 29th, 2006
• Company
  Brush Engineered Materials Inc
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  Ohio

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 25, 2006 (the “Effective Date”), by and among Brush Engineered Materials Inc., an Ohio corporation (the “Company”), the other Borrowers (as defined in the Credit Agreement (as defined below)), the other Loan Parties (as defined in the Credit Agreement), the Lenders (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., a national banking association (the “Agent”).