EX-10.1






THIRD AMENDMENT




TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June      , 2008 (this
“Amendment No.3”), to the Existing Credit Agreement (such capitalized terms and other
capitalized terms used in this preamble and the recitals below to have the meanings set forth in,
or are defined by reference in, Article I below) is among FERRO CORPORATION, an Ohio
corporation (“Company”), each Lender party hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as
Term Loan Administrative Agent, and NATIONAL CITY BANK (“National City”), as Revolving Loan
Administrative Agent.



W I T N E S S E T H:




WHEREAS, the Company, the Lenders, the Term Loan Administrative Agent and the Revolving Loan
Administrative Agent are all parties to the Amended and Restated Credit Agreement, dated as of June
8, 2007, as amended by (a) the First Amendment to Amended and Restated Credit Agreement and First
Amendment to Pledge and Security Agreement, dated as of December 17, 2007, and (b) the Second
Amendment to Amended and Restated Credit Agreement, dated as of January 4, 2008 (as amended or
otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as
amended by this Amendment No. 3 and as the same may be further amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”);



WHEREAS, the Company has requested that the Lenders amend certain provisions of the Existing
Credit Agreement, and the Lenders are willing, on the terms and subject to the conditions
hereinafter set forth, to the amendments set forth below;



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



ARTICLE I




DEFINITIONS




SECTION 1.1. Certain Definitions. The following terms when used in this Amendment No.
3 shall have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



“Amendment No. 3” is defined in the preamble.



“Amendment No. 3 Effective Date” is defined in Article III.



“Company” is defined in the preamble.



“Credit Agreement” is defined in the first recital.



“Existing Credit Agreement” is defined in the first recital.



“National City” is defined in the preamble.



SECTION 1.2. Other Definitions. Capitalized terms for which meanings are provided in
the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used in this Amendment No. 3 with such meanings.



ARTICLE II




AMENDMENTS TO EXISTING CREDIT AGREEMENT




Effective on (and subject to the occurrence of) the Amendment No. 3 Effective Date, the
provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with
this Article II.



SECTION 2.1. Amendments to Article I. Article I of the Existing Credit Agreement is
hereby amended as set forth below.



SECTION 2.1.1 The definition of “Obligations” in Section 1.1 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:




“Obligations” means all obligations (monetary or otherwise, whether absolute or
contingent, matured or unmatured) of the Borrowers and each other Obligor arising under or
in connection with a Loan Document, including Reimbursement Obligations and the principal of
and premium, if any, and interest (including interest accruing during the pendency of any
proceeding of the type described in Section 8.1.9, whether or not allowed in such
proceeding) on the Loans; provided that for purposes of this definition, when the
term “Obligations” is used in any agreement relating to Liens securing the Obligations
(including the Collateral Sharing Agreement), the Subsidiary Guaranty (Domestic) and
Section 4.11, “Loan Document” shall include each Rate Protection Agreement.



SECTION 2.1.2 The definition of “Fixed Charge Coverage Ratio” in Section 1.1 of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as follows:




“Fixed Charge Coverage Ratio” means, as of the close of any Fiscal Quarter, the
ratio computed for the period consisting of such Fiscal Quarter and each of the three
immediately preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal Quarters) minus
Capital Expenditures made during such Fiscal Quarters; provided that for purposes of
calculating the Fixed Charge Coverage for any Fiscal Quarter ending in the 2007, 2008 and
2009 Fiscal Years, up to $30,000,000 of Capital Expenditures made in any such Fiscal Year,
but not exceeding $45,000,000 of Capital Expenditures in all such Fiscal Years, in each case
as related to restructuring initiatives, shall be excluded from such calculation, to (b) the
sum (for all such Fiscal Quarters) of (i) Interest Expense actually paid in cash during such
Fiscal Quarters (excluding (A) initial issuance costs paid in connection with Indebtedness
incurred in respect of the Obligations, (B) any make-whole premium or Interest Expense
payable in connection with the prepayment of Indebtedness under the 1998 Indenture, and (C)
if applicable, any swap breakage costs incurred in connection with a prepayment of the Term
Loan), (ii) scheduled principal repayments of Indebtedness (other than Indebtedness issued
under the Indentures) actually made during such Fiscal Quarters (including repayments of the
Term Loans pursuant to clause (c) of Section 3.1.1), (iii) finance expenses
paid in connection with the Permitted Receivables Program during such Fiscal Quarters, and
(iv) Restricted Payments made by the Company during such Fiscal Quarters.



SECTION 2.1.3 The definition of “Indentures” in Section 1.1 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:




“Indentures” means, collectively, (a) that certain Indenture, dated as of March
25, 1998 (the “1998 Indenture”), among the Company and J. P. Morgan Trust Company,
National Association (successor-in-interest to Chase Manhattan Trust Company, National
Association), as trustee (and any successor trustee(s)), (b) that certain Indenture, dated
as of May 1, 1993, among the Company and J. P. Morgan Trust Company, National Association
(successor-in-interest to Society National Bank), as trustee (and any successor trustee(s))
and (c) that certain Indenture, dated March 5, 2008 (the “2008 Indenture”), among
the Company and U.S. Bank National Association, as trustee (and any successor trustee(s)),
in each case as amended, supplemented, amended and restated or otherwise modified from time
to time.”



SECTION 2.1.4 The definition of “Leverage Ratio” in Section 1.1 of the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:




“Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of
(a) Total Debt outstanding on the last day of such Fiscal Quarter to (b) EBITDA computed for
the period consisting of such Fiscal Quarter and each of the three immediately preceding
Fiscal Quarters; provided that, for purposes of calculating the Leverage Ratio for
any Fiscal Quarter in which Indebtedness is outstanding under each of the 1998 Indenture and
the 2008 Indenture, the aggregate amount of Indebtedness thereunder to be included in the
calculation of Total Debt for such Fiscal Quarter shall be the amount equal to the greater
of (i) the amount of Indebtedness outstanding under the 1998 Indenture and (ii) the amount
of Indebtedness outstanding under the 2008 Indenture, in each case calculated as of the last
day of such Fiscal Quarter.”



SECTION 2.2. Amendments to Article VII. Article VII of the Existing Credit Agreement
is hereby amended as set forth below.



SECTION 2.2.1 Section 7.2.2 of the Existing Credit Agreement is hereby amended by deleting
clause (h) thereof in its entirety and replacing it with the following:




“(h) in addition to Indebtedness under the Indentures permitted under clause
(c) hereof, Indebtedness of the Company consisting of notes or debentures under the 2008
Indenture in an aggregate principal amount not to exceed $200,000,000, as such amount is
reduced on or after the date of issuance thereof; provided that all net proceeds
from issuances of notes or debentures under the 2008 Indenture shall either (i) upon receipt
thereof, be used to repurchase, redeem, repay or otherwise extinguish the notes outstanding
under the 1998 Indenture as of the Amendment No. 3 Effective Date or (ii) to the extent such
proceeds are not used in the manner set forth in the foregoing clause (i), be placed in an
account with National City and will be used solely for the payment of Indebtedness
outstanding under the 1998 Indenture until such Indebtedness has been paid in full;
provided further that Indebtedness outstanding under the 1998 Indenture
shall be repaid in full on or prior to the 90th day from the initial date of
issuance of notes or debentures under the 2008 Indenture;”



SECTION 2.3. Amendments to Article IX. Article IX of the Existing Credit Agreement is
hereby amended as set forth below.



SECTION 2.3.1 Section 9.8 of the Existing Credit Agreement is hereby amended by deleting the
final sentence thereof in its entirety and replacing it with the following:




“Unless it has actual knowledge evidenced by way of written notice from any such Secured
Party or the Company to the contrary, the Administrative Agents, in acting in such capacity
under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements or
Obligations in respect thereof are in existence or outstanding between any Secured Party and
any Obligor.”



ARTICLE III




CONSENT AND WAIVER; EFFECTIVENESS




SECTION 3.1. Consent and Waiver. The Lenders hereby consent to the transactions
contemplated by the 2008 Indenture and hereby waive any Default or Event of Default that may occur
under any of the Loan Documents resulting from execution and delivery of the 2008 Indenture.



SECTION 3.2. Conditions to Effectiveness. This Amendment No. 3 shall become effective
on the date first written above (the “Amendment No. 3 Effective Date”) when the Administrative
Agents shall have received counterparts of this Amendment No. 3, which shall have been duly
executed on behalf of each of the Company and the Required Lenders.



ARTICLE IV




MISCELLANEOUS




SECTION 4.1. Expenses and Fees. The Company shall promptly pay all legal fees and
expenses incurred by the Administrative Agents and their respective counsel in connection with the
preparation, negotiation and execution of this Amendment No. 3 upon receipt of an invoice therefor.



SECTION 4.2. Representations and Warranties. The Company hereby represents and
warrants that (a) on and as of the date hereof and after giving effect to the amendments contained
herein, the representations and warranties set forth in each Loan Document are, in each case, true
and correct in all material respects with the same effect as if then made (unless stated to relate
solely to an earlier date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date); and (b)  no Default shall have occurred
and is continuing on and as of the date hereof and after giving effect to the amendments contained
herein.



SECTION 4.3. Cross-References. References in this Amendment No. 3 to any Article or
Section are, unless otherwise specified, to such Article or Section of this Amendment No. 3.



SECTION 4.4. Loan Document Pursuant to Existing Credit Agreement. This Amendment No.
3 is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X
thereof.



SECTION 4.5. Successors and Assigns. This Amendment No. 3 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.



SECTION 4.6. Counterparts. This Amendment No. 3 may be executed by the parties hereto
in several counterparts, each of which when executed and delivered shall be an original and all of
which shall constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment No. 3 by facsimile shall be effective as delivery
of a manually executed counterpart of this Amendment No. 3.



SECTION 4.7. Governing Law. THIS AMENDMENT NO. 3 SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.



SECTION 4.8. Full Force and Effect; Limited Amendment. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants, conditions and other provisions
of the Existing Credit Agreement and the other Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance with their respective
terms. The amendments set forth herein shall be limited precisely as provided for herein to the
provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of,
consent to or modification of any other term or provision of the Existing Credit Agreement or any
other Loan Document or of any transaction or further or future action on the part of the Company or
any other Obligor which would require the consent of the Lenders under the Existing Credit
Agreement or any of the Loan Documents.



1




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 3
as of the date first above written.



FERRO CORPORATION

 


By: /s/ Sallie B. Bailey

Name: Sallie B. Bailey

Title: Chief Financial Officer


 


2



CREDIT SUISSE, CAYMAN ISLANDS BRANCH,


as the Term Loan Administrative Agent


and as a Lender

 


By: /s/ Brian Caldwell

Name: Brian Caldwell

Title: Director


 


By: /s/ Laurence Lapeyre

Name: Laurence Lapeyre

Title: Associate


 


3



NATIONAL CITY BANK,





as Revolving Loan Administrative Agent


and as a Lender

 


By: /s/ Robert S. Coleman

Name: Robert S. Coleman

Title: Senior Vice President


 


4



Citicorp North America, Inc.,





as a Lender

 


By: /s/ Daniel Gouger

Name: Daniel Gouger

Title: Vice President


 
 


FIRSTMERIT BANK, N.A.,





as a Lender

 


By: /s/ Robert G. Morlan

Name: Robert G. Morlan

Title: Senior Vice President


 
 


KeyBank National Association,





as a Lender

 


By: /s/ Brian P. Fox

Name: Brian P. Fox

Title: Assistant Vice President


 
 


PNC BANK, N.A.,





as a Lender

 


By: /s/ Patrick Flaherty

Name: Patrick Flaherty

Title: Credit Officer


 
 


Fifth Third Bank,





as a Lender

 


By: /s/ Roy C. Lanctot

Name: Roy C. Lanctot

Title: Vice President


 
 


JPMORGAN CHASE BANK, N.A.,





as a Lender

 


By: /s/ Robert S. Sheppard

Name: Robert S. Sheppard

Title: Vice President


 
 


Fortis Bank S.A./N.V., New York Branch,





as a Lender

 


By: /s/ Douglas Riahl

Name: Douglas Riahl

Title: Managing Director


 


By: /s/ John W. Deegan

Name: John W. Deegan

Title: Director & Group Head


 
 


LASALLE BANK NATIONAL ASSOCIATION,





as a Lender

 


By: /s/ Beth A. Henry

Name: Beth A. Henry

Title: Officer


 
 


RBS Citizens, National Association


F/K/A CharterOne Bank, N.A.,





as a Lender

 


By: /s/ Patrick F. Dunphy

Name: Patrick F. Dunphy

Title: Senior Vice President


 
 


The PRIVATEBANK AND TRUST COMPANY,





as a Lender

 


By: /s/ John D. Barrett

Name: John D. Barrett

Title: Managing Director


 
 


TriState Capital Bank,





as a Lender

 


By: /s/ Paul J. Oris

Name: Paul J. Oris

Title: Senior Vice President


 
 


US Bank, N.A.,





as a Lender

 


By: /s/ Patrick McGraw

Name: Patrick McGraw

Title: Vice President


 
 


First Commonwealth Bank,





as a Lender

 


By: /s/ Lawrence C. Deihle

Name: Lawrence C. Deihle

Title: Senior Vice President





5