AMENDMENT NO. 8 TO CONSIGNMENT AGREEMENT
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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Inc.), an Ohio corporation (“BWI”); MATERION TECHNOLOGIES INC. (f/k/a Zentrix Technologies Inc.), an Arizona corporation (“ZTI”); MATERION ▇▇▇▇▇▇▇▇ LLC (f/k/a ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President, Treasurer and Secretary | MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President, Treasurer and Secretary |
MATERION TECHNICAL MATERIALS INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President, Treasurer and Secretary | MATERION BRUSH INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President, Treasurer and Secretary |
MATERION TECHNOLOGIES INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary | MATERION ▇▇▇▇▇▇▇▇ LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Treasurer |
MATERION PRECISION OPTICS AND THIN FILM COATINGS CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Secretary | MATERION LARGE AREA COATINGS LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Asst. Secretary and Asst. Treasurer |
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES CORP. By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Asst. Secretary and Asst. Treasurer | MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Manager |
METAL LENDERS: | |
CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory | CIBC WORLD MARKETS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Advanced Materials Inc.) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | Materion Technical Materials Inc. (f/k/a Technical Materials, Inc.) 5 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Advanced Materials Technologies and Services Inc. (f/k/a ▇▇▇▇▇▇▇▇ Advanced Materials Inc.) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC) 300 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion ▇▇▇▇▇▇▇▇ LLC (f/k/a ▇▇▇▇▇▇▇▇ Acquisition, LLC) ▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC) 30 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Precision Optics and Thin Film Coatings LLC (f/k/a Thin Film Technology, Inc.) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Cerac, inc. (a Materion Advanced Materials Technologies and Services site) 404-407 N. 13th St. and 1316 ▇. ▇▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Technologies Inc. (f/k/a Zentrix Technologies Inc.) Newburyport Industrial Park 22 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | Materion Advanced Materials Technologies and Services Inc. (f/k/a ▇▇▇▇▇▇▇▇ Advanced Materials Inc.) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Brush Inc. (▇/▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ | Materion Brush Inc. (f/ka/ Brush ▇▇▇▇▇▇▇ Inc.) 27555 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 6905 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 5531 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 5520 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 5941 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ |
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Materion Advanced Materials Technologies and Services LLC (f/k/a Academy Gallup, LLC) 1257 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
Approved Foreign Locations | |
Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a ▇▇▇▇▇▇▇▇ 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 ▇.▇.▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a ▇▇▇▇▇▇▇▇ Advanced Materials Far East PTE Ltd.) 10 ▇▇▇▇▇▇▇▇ ▇▇. Lion Industrial Bldg. Singapore Warehouse Singapore 4099957 | Seagate ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Londonderry, Northern Ireland BT48 OBF United Kingdom |
Materion Advanced Materials Technologies and Services Taiwan Co. Ltd. (f/k/a ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Advanced Materials (Suzhou) Ltd.) No. ▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Advanced Materials ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇.) ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
Approved Refiners / Fabricators | |
Coining of America 280 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Limited 130 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ |
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ |
▇▇▇▇▇▇▇ Mfg. 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ Matthey 2001 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ |
NuTec Metal Joining ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | Rohm & ▇▇▇▇ Electric Materials LLC 272 Buffalo ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
BASF Catalysts, LLC 554 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇ Metal ▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
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Heraeus Metal Processing, ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | Seagate Technology 7801 Computer ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
▇▇▇▇▇▇, Inc. 1011 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Mastermelt America ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (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 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | International Rectifier a Hexfet America Facility ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Triquint Semiconductor 500 ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ | International Rectifier ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ |
Triquint Semiconductor 2300 N.E. Brookwood Pkwy. Hillsboro, Oregon 97124 | Hewlett ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
Triquint Semiconductor 1818 ▇▇▇▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ | PPG Industries 400 Park Drive, Works #6 Carlisle, Pennsylvania ▇▇▇▇▇ |
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | PPG Industries 4004 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ #▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ |
Cree, ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Approved Storage Facility Locations | |
Materion Advanced Materials Technologies and Services Inc. (f/k/a ▇▇▇▇▇▇▇▇ Advanced Materials Inc.) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 5531 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ |
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 6905 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation) 5941 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ |
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 | |||||
▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Inc. Project) | Infrastructure and equipment purchased with state loan proceeds | $ | 5,000,000 | |
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ County Port Authority | 125,400 square foot facility located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, and all structures additions, improvements, appurtenances and herediments on or with respect to such real estate | $2,000,000 | ||
▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇-▇▇▇▇▇ County Port Authority | 125,400 square foot facility located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, 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 ▇▇▇▇▇▇▇ Project | Lorain, Ohio facility financing | $8,305,000 | ||
Hedge Agreements | |||||
▇▇ ▇▇▇▇▇▇ Chase | Foreign Exchange Contracts between ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 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 | ||
▇▇▇▇▇ Fargo Bank N.A. | Foreign Exchange Contracts between ▇▇▇▇▇ 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 | ▇▇▇▇▇ 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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