AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT

Exhibit 10.1

AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT

     THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED PRECIOUS METALS AGREEMENT (this “Amendment”) is made as of April 30, 2010, by and among THE BANK OF NOVA SCOTIA, a Canadian chartered bank (the “Metal Lender”); BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (“BEM”); ▇▇▇▇▇▇▇▇ ADVANCED MATERIALS INC., a New York corporation (“WAM”); TECHNICAL MATERIALS, INC., an Ohio corporation (“TMI”); BRUSH ▇▇▇▇▇▇▇ INC., an Ohio corporation (“BWI”); ZENTRIX TECHNOLOGIES INC., an Arizona corporation (“ZTI”); ▇▇▇▇▇▇▇▇ ACQUISITION, LLC, a New York limited liability company d/b/a Pure Tech (“Pure Tech”); THIN FILM TECHNOLOGY, INC., a California corporation (“TFT”), TECHNI-MET, LLC, a Delaware limited liability company (“Techni-Met”), ACADEMY CORPORATION, a New Mexico corporation (“Academy”), and ACADEMY GALLUP, LLC, a New Mexico limited liability company and wholly-owned subsidiary of Academy (“Gallup”), 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, Techni-Met, Academy, Gallup 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 Second Amended and Restated Precious Metals Agreement, dated as of December 28, 2007, as heretofore amended from time to time (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. Defined Terms. Initially capitalized terms used but not defined in this Amendment have the meanings given to them in the Precious Metals Agreement.

     2. Amendment of Schedule 1. Schedule 1 to the Precious Metals Agreement is hereby amended and restated in its entirety to read as set forth in Annex I hereto.

     3. 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, no Default or Event of Default exists under the Precious Metals 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 Precious Metals Agreement. 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. 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. Expenses. The Customers covenant and agree jointly and severally to pay all reasonable out-of-pocket expenses, costs and charges incurred by the Metal Lender (including reasonable fees and disbursement of counsel) in connection with the preparation and execution 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]

     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:

BRUSH ENGINEERED MATERIALS INC.				▇▇▇▇▇▇▇▇ ADVANCED MATERIALS INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Vice President, Treasurer and Secretary				Vice President, Treasurer and Secretary
TECHNICAL MATERIALS, INC.				BRUSH ▇▇▇▇▇▇▇ INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Vice President, Treasurer and Secretary				Vice President, Treasurer and Secretary
ZENTRIX TECHNOLOGIES INC.				▇▇▇▇▇▇▇▇ ACQUISITION, LLC
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Chief Financial Officer and Secretary				Treasurer
THIN FILM TECHNOLOGY, INC.				TECHNI-MET, LLC
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇				▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Secretary				Asst. Secretary and Asst. Treasurer
ACADEMY CORPORATION				ACADEMY GALLUP, LLC
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇				▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		President				Manager

METAL LENDER:

THE BANK OF NOVA SCOTIA

By:		/s/ ▇▇▇▇▇▇▇ ▇. Dinenny
Name:		▇▇▇▇▇▇▇ ▇. Dinenny
Title:		Managing Director
By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇
Title:		Associate Director

ANNEX I
AMENDED AND RESTATED SCHEDULE 1 (APPROVED LOCATIONS)

SCHEDULE 1

APPROVED LOCATIONS

Approved Domestic Locations
▇▇▇▇▇▇▇▇ Advanced Materials Inc.		Technical Materials, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇		▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Advanced Materials Inc.		Techni-Met, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Acquisition, LLC		Techni-Met, LLC
▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇		▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Thin Film Technology		Cerac, inc. (a ▇▇▇▇▇▇▇▇ Advanced Materials site)
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇		▇▇▇-▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		▇▇▇▇ ▇. ▇▇. ▇▇▇▇ ▇▇.
		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Zentrix Technologies Inc.		▇▇▇▇▇▇▇▇ Advanced Materials Inc.
Newburyport Industrial Park		▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇ ▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Brush ▇▇▇▇▇▇▇ Inc.		Brush ▇▇▇▇▇▇▇ Inc.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.		▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Academy Corporation		Academy Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Academy Corporation		Academy Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Academy Gallup, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Approved Foreign Locations
Far East PTE LTD.		OMC Scientific Czech, sro
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇		▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇ Warehouse		440 01 Louny
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇		Czech Republic
Far East PTE LTD.		▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇.		▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Warehouse		Londonderry, Northern Ireland
Singapore 4099957		▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ Taiwan Co. Ltd.		▇▇▇▇▇▇▇▇ Advanced Material (Suzhou) Ltd.
▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇.		▇▇. ▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇		Suzhou Industrial Park
Taiwan, ROC		China 215021
OMC Scientific		▇▇▇▇▇▇▇▇ Advanced Materials — Philippines
Ballysimon Road		Bldg. 8365 Argionaut Highway
Limerick, Ireland		Cubi Pt.
		Subic Bay Freeport Zone
		Philippines 2222
Approved Refiners / Fabricators
Coining of America		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Limited
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ Corp.		▇▇▇▇▇▇▇ Matthey
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ Mfg.		▇▇▇▇▇▇▇ Matthey
▇ ▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
NuTec Metal Joining Products		Rohm & ▇▇▇▇ Electric Materials LLC
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BASF Catalysts, LLC		▇▇▇▇▇ Metal Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇		East Hampton, New York 11937
Heraeus Metal Processing, Inc.		Seagate Technology
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.		▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Approved Subconsignees and Approved Subconsignee Locations
Honeywell		International Rectifier
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇		a Hexfet America Facility
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Triquint Semiconductor		International Rectifier
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇		▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇		▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Triquint Semiconductor		Hewlett Packard
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.		▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		Chemical Storage Building
		▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Approved Storage Facility Locations
▇▇▇▇▇▇▇▇ Advanced Materials Inc.		Academy Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Academy Corporation		Academy Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇