EX-10.1






AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED




RECEIVABLES PURCHASE AGREEMENT




AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”) dated as of June 3, 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 (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 Bank has agreed to consent to an extension of the Commitment Termination Date to the
date set forth herein, subject to the terms and conditions described herein.



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



SECTION 1. Amendment to Agreement. Upon effectiveness of this Amendment, as provided
in Section 2 below, the definition of “Commitment Termination Date” in Section 1.01 of the
Agreement is amended by deleting the date “June 3, 2008” therein and replacing it with the date
“June 10, 2008”.



SECTION 2. Effectiveness. This Amendment shall become effective at such time as
executed counterparts of this Amendment have been delivered by each party hereto to the other
parties hereto.



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.



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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