EX-10.2






AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED




RECEIVABLES PURCHASE AGREEMENT




AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”) dated as of June 10, 2008, among Ferro Finance Corporation (the
“Seller”), CAFCO, LLC (the “Investor”), Citibank, N.A., as a Bank (in such
capacity, the “Bank”), Ferro Color & Glass Corporation, as an originator, Ferro Pfanstiehl
Laboratories, Inc., as an originator, Ferro Corporation, as an originator (together with Ferro
Color & Glass Corporation and Ferro Pfanstiehl Laboratories, Inc., the “Originators”) and
as collection agent, and Citicorp North America, Inc., as agent (in such capacity, the
“Agent”).



PRELIMINARY STATEMENTS.



(1) The Originators, the Collection Agent, the Seller, the Investor, the Bank and the Agent
are parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of
April 1, 2008, as heretofore amended (the “Agreement”). Capitalized terms not defined
herein are used as defined in the Agreement.



(2) Prior to the date hereof, the Seller has requested that the Bank consent to the extension
of the Commitment Termination Date, as contemplated by the definition of such term set forth in
Section 1.01 of the Agreement.



(3) The parties hereto, pursuant to Section 10.01 of the Agreement, have agreed to amend the
Agreement as set forth herein, and the Bank has agreed to consent to an extension of the Commitment
Termination Date to the date set forth herein, in each case subject to the terms and conditions
described herein.



NOW, THEREFORE, the parties hereto hereby agree as follows:



SECTION 1. Amendments to Agreement. Upon effectiveness of this Amendment as provided
in Section 2 below:



(a) Section 1.01 of the Agreement is amended by inserting the following definitions in the
appropriate alphabetical order:




“Accounting Based Consolidation Event” means the consolidation, for financial
and/or regulatory accounting purposes, of all or any portion of the assets and liabilities
of an Investor that are the subject of this Agreement, the Asset Purchase Agreement or any
other Transaction Document with all or any portion of the assets and liabilities of any Bank
or the Agent or any of their affiliates as the result of the existence of, or occurrence of
any change in, accounting standards or the issuance of any pronouncement, interpretation or
release, by any accounting body or any other body charged with the promulgation or
administration of accounting standards, including, without limitation, the Financial
Accounting Standards Board, the International Accounting Standards Board, the American
Institute of Certified Public Accountants, the Federal Reserve Board of Governors and the
Securities and Exchange Commission, and shall occur as of the date that such consolidation
(i) shall have occurred with respect to the financial statements of the applicable Bank or
the Agent or any of their affiliates or (ii) shall have been required to have occurred,
regardless of whether such financial statements were prepared as of such date.




“Group” means (a) with respect to CAFCO, Citibank, and CNAI, each of CAFCO,
Citibank, CNAI and their respective Affiliates, (b) with respect to any Investor other than
CAFCO, such Investor, each bank or other financial institution which sponsors or administers
such Investor and their respective Affiliates, and (c) with respect to any Bank other than
Citibank, such Bank, any Investor hereunder sponsored or administered by such Bank or its
Affiliates and their respective Affiliates.



(b) The definition of “Assignee Rate” set forth in Section 1.01 of the Agreement is amended by
deleting that part of such definition prior to clause (i) of such definition thereof and inserting
in lieu thereof the following:




“Assignee Rate” for any Fixed Period for any Receivable Interest means an
interest rate per annum equal to the sum of the Eurodollar Rate for such Fixed Period plus
3.00% per annum; provided, however, that in case of:



(c) The definition of “Bank Commitment” in Section 1.01 of the Agreement is amended by
deleting the amount “$100,000,000” therein and replacing it with the amount “$75,000,000”.



(d) The definition of “Commitment Termination Date” in Section 1.01 of the Agreement is
amended by deleting the date “June 10, 2008” therein and replacing it with the date “June 2, 2009”.



(e) The definition of “Purchase Limit” in Section 1.01 of the Agreement is amended by deleting
the amount “$100,000,000” therein and replacing it with the amount “$75,000,000”.



(f) Section 2.08(a) of the Agreement is hereby amended and restated in its entirety to read as
follows:




(a) If CNAI, any Investor, any Bank, any entity which enters into a commitment to
purchase Receivable Interests or interests therein, or any of their respective Affiliates
(each an “Affected Person”) determines that compliance with any law or regulation or
any guideline or request from any central bank or other governmental authority (whether or
not having the force of law) or the occurrence of any Accounting Based Consolidation Event
(i) affects or would affect the amount of capital required or expected to be maintained by
such Affected Person and such Affected Person determines that the amount of such capital is
increased by or based upon the existence of any commitment under the Transaction Documents
or any Asset Purchase Agreement or the purchasing or maintaining the ownership of Receivable
Interests, (ii) increases the cost of making or maintaining such commitment under the
Transaction Documents or any Asset Purchase Agreement or purchasing or maintaining the
ownership of Receivable Interests to any Affected Person or (iii) reduces the return of an
Affected Person in connection with the Transaction Documents or any Asset Purchase
Agreement, then, within 10 Business Days of demand by such Affected Person (with a copy to
the Agent), the Seller shall pay to the Agent for the account of such Affected Person’s
Group (as third-party beneficiaries), from time to time as specified by such Affected
Person, additional amounts sufficient to compensate such Affected Person’s Group for the net
amount of such increase in capital, increased cost and/or reduced return in light of such
circumstances with respect to such Affected Person’s Group, such amount to be allocated
among the members of such Affected Person’s Group as agreed among the members of such
Affected Person’s Group. A certificate as to such amounts submitted to the Seller and the
Agent by such Affected Person shall accompany or follow such demand within a reasonable
period of time, and shall be conclusive and binding for all purposes, absent manifest error.



(g) Section 2.08 of the Agreement is hereby amended by inserting the following Section 2.08(c)
immediately following Section 2.08(b):




(c) Failure or delay on the part of any Affected Person to demand compensation pursuant
to this Section 2.08 shall not constitute a waiver of such Affected Person’s right to demand
such compensation; provided that the Seller shall not be required to compensate an Affected
Person pursuant to this Section 2.08 for any increased costs or reduced returns incurred
more than 120 days prior to the date that such Affected Person notifies the Seller of the
event or circumstance giving rise to such increased costs or reduced returns and of such
Affected Person’s intention to claim compensation therefor, provided further that, if the
event or circumstance giving rise to such increased costs or reduced returns is retroactive,
then the 120-day period referred to above shall be extended to include the period of
retroactive effect thereof.



SECTION 2. Effectiveness. This Amendment shall become effective at such time as: (i)
executed counterparts of this Amendment have been delivered by each party hereto to the other
parties hereto, and (ii) a letter agreement amending that certain Amended Fee Agreement, dated as
of June 5, 2007, between Seller and Agent, in form and substance satisfactory to the Agent, shall
have become effective.



SECTION 3. Representations and Warranties. Each of the Seller and the Collection
Agent makes each of the representations and warranties contained in Sections 4.01 and 4.02,
respectively, of the Agreement (after giving effect to this Amendment), except to the extent that
such representations and warranties speak specifically to an earlier date, in which case the Seller
or Collection Agent, as applicable, represents and warrants that they shall have been true and
correct on such date, and for the purpose of making such representations and warranties, (i) each
reference in Section 4.01 to “the Transaction Documents” shall include this Amendment and (ii) each
reference in Section 4.02 to “this Agreement” shall be deemed to be a reference to both the
Agreement and this Amendment. Each of the Seller and the Collection Agent each further represents
and warrants that no Event of Termination or Incipient Event of Termination exists under the
Agreement (after giving effect to this Amendment.



SECTION 4. Confirmation of Agreement. Each reference in the Agreement to “this
Agreement” or “the Agreement” shall mean the Agreement as amended by this Amendment, and as
hereafter amended or restated. Except as herein expressly amended, the Agreement is ratified and
confirmed in all respects and shall remain in full force and effect in accordance with its terms.



SECTION 5. Costs and Expenses. The Seller agrees to pay on demand all reasonable
costs and expenses in connection with the preparation, execution, delivery and administration of
this Amendment and any other documents to be delivered hereunder including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agent, the Investors and the Banks
with respect thereto and with respect to advising the Agent, the Investors and the Banks as to the
rights and remedies of each under this Amendment, and all reasonable costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the enforcement of this
Amendment and any other documents to be delivered hereunder.



SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment by facsimile or by e-mail in portable document format (.pdf) shall be effective as
delivery of a manually executed counterpart of this Amendment.



SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF).



[Remainder of this page intentionally left blank]




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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



FERRO CORPORATION



	 	 	 	 	 
	By:

	 	 	 	/s/ John Bingle
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	John Bingle

Treasurer






FERRO COLOR & GLASS CORPORATION



	 	 	 	 	 
	By:

	 	 	 	/s/ John Bingle
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	John Bingle

Treasurer






FERRO PFANSTIEHL LABORATORIES, INC.



	 	 	 	 	 
	By:

	 	 	 	/s/ John Bingle
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	John Bingle

Treasurer






FERRO FINANCE CORPORATION



	 	 	 	 	 
	By:

	 	 	 	/s/ Karen Larsen
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Karen Larsen

Assistant Treasurer






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CAFCO, LLC


By: Citicorp North America, Inc., as Attorney-in-Fact



	 	 	 	 	 
	By:	 	/s/ Junette M. Earl
	 	 	 
	
 
	 	Name:

Title:
	 	Junette M. Earl

Vice President






CITICORP NORTH AMERICA, INC., as Agent



	 	 	 	 	 
	By:

	 	 	 	/s/ Junette M. Earl
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Junette M. Earl

Vice President






CITIBANK, N.A., as a Bank



	 	 	 	 	 
	By:

	 	 	 	/s/ Junette M. Earl
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Junette M. Earl

Vice President







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