exv10w2






Exhibit 10.2



EXECUTION VERSION




AMENDMENT AND RESTATEMENT AND 




RESIGNATION AND APPOINTMENT AGREEMENT




     This AMENDMENT AND RESTATEMENT AND RESIGNATION AND APPOINTMENT AGREEMENT dated as of October
26, 2009 (this “Agreement”), is entered into by and among FERRO CORPORATION, an Ohio
corporation (the “Company”), the several banks and other financial institutions or entities
listed on the signature pages hereto as Lenders (collectively, the “Signing Lenders”),
CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as Term Loan Administrative Agent,
NATIONAL CITY BANK (“National City”), as resigning Revolving Loan Administrative Agent (in
such capacity, “Resigning Agent”) and as Collateral Agent, and PNC BANK, NATIONAL
ASSOCIATION (“PNC Bank”), as successor Revolving Loan Administrative Agent (in such
capacity, “Successor Agent”). Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Restated Credit Agreement (as defined below).



W I T N E S S E T H:




     WHEREAS, the Company, certain Subsidiaries of the Company, the Lenders from time to time party
thereto, Credit Suisse, as Term Loan Administrative Agent, National City, as Revolving Loan
Administrative Agent and as Collateral Agent, Keybank National Association, as Documentation Agent,
and Citigroup Global Markets, Inc., as Syndication Agent have entered into the Amended and Restated
Credit Agreement dated as of June 8, 2007 (as otherwise amended, restated, supplemented, waived or
otherwise modified prior to the date hereof, the “Existing Credit Agreement”);



     WHEREAS, the Company has requested that the Existing Credit Agreement be amended to, among
other things, (a) provide for Extended Revolving Loan Commitments (as defined below) and (b) permit
Extended Revolving Loan Lenders (as defined below) to convert a portion of their Original Revolving
Loans into New Term Loans in an aggregate principal amount of up to $100,000,000;



     WHEREAS, each existing Lender with Original Revolving Loan Commitments (an “Original
Revolving Loan Lender”) that executes and delivers a signature page to this Agreement (an
“Extended Revolving Loan Lender”) will be deemed upon the Second Restatement Effective Date
(as defined below) to have agreed to the terms of this Agreement and to have made an Extended
Revolving Loan Commitment in an aggregate principal amount up to, but not in excess of, the
aggregate principal amount of such Original Revolving Loan Lender’s existing Revolving Loan
Commitment immediately prior to the Second Restatement Effective Date (“Original Revolving
Loans”);



     WHEREAS, each Extended Revolving Loan Lender shall also have the option to convert a portion
of its Original Revolving Loans into New Term Loans and each Extended Revolving Loan Lender that
executes and delivers a signature page to this Agreement (a “New Term Loan Lender”) will be
deemed upon the Second Restatement Effective Date to have agreed to the terms of this Agreement and
be deemed to have converted a portion of its Original Revolving Loans into New Term Loans in an
aggregate principal amount up to, but not in excess of, the aggregate principal amount of such
Original Revolving Loan Lender’s Original Revolving Loans that are not otherwise converted into
Extended Revolving Loans; and



     WHEREAS, pursuant to Section 9.4 of the Existing Credit Agreement, National City desires to
resign as Revolving Loan Administrative Agent under the Existing Credit Agreement and the other
Loan Documents;




 









 





     WHEREAS, the Company and the Required Lenders desire to ratify the appointment of PNC Bank as
successor Revolving Loan Administrative Agent under the Existing Credit Agreement and the other
Loan Documents, and the Successor Agent wishes to accept such appointment; and



     WHEREAS, the Lenders whose signatures appear below, constituting at least the Required
Lenders, are willing to amend and restate the Existing Credit Agreement, the Extended Revolving
Loan Lenders are willing to convert their Original Revolving Loan Commitments into Extended
Revolving Loan Commitments as contemplated hereby and the New Term Loan Lenders are willing to
convert their Original Revolving Loans into New Term Loans as contemplated hereby, in each case, on
the terms and subject to the conditions set forth herein.



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



     SECTION 1. Amendment and Restatement of the Existing Credit Agreement. The parties
hereto agree that the Existing Credit Agreement (and, to the extent provided in Exhibit B,
any exhibits and schedules thereto) shall be amended and restated on the Second Restatement
Effective Date such that, on the Second Restatement Effective Date, the terms set forth in the
Second Amended and Restated Credit Agreement attached hereto as Exhibit A (the
“Restated Credit Agreement”) shall replace the terms of the Existing Credit Agreement.



     SECTION 2. Extended Revolving Loan Commitments.



     (a) Subject to the terms and conditions set forth herein, (i) each Extended Revolving Loan
Lender agrees to make Extended Revolving Loan Commitments to the Borrowers on the Second
Restatement Effective Date in an amount equal to its Extended Revolving Loan Commitment (as defined
below) and (ii) each Extended Revolving Loan Lender agrees to convert on the Second Restatement
Effective Date the aggregate amount of its Original Revolving Loans into Extended Revolving Loans
to the extent that such Original Revolving Loans are not converted into New Term Loans in
accordance with Section 3 below. The “Extended Revolving Loan Commitment” of any Extended
Revolving Loan Lender shall be the amount of its Original Revolving Credit Commitment (after giving
effect to any conversion of such Extended Revolving Loan Lender’s Original Revolving Loans into New
Term Loans) or such lesser amount as is determined by Credit Suisse Securities (USA) LLC and
National City (collectively, the “Arrangers”) and the Company and notified to such Lender
on or prior to the Second Restatement Effective Date. The amount of each Lender’s Extended
Revolving Loan Commitment is set forth on Schedule A hereto. Notwithstanding anything
herein or in the Existing Credit Agreement to the contrary, the aggregate principal amount of the
Extended Revolving Loan Commitments shall be as determined by the Arrangers and the Company;
provided that in no event shall the aggregate principal amount of the Extended Revolving
Loan Commitments exceed the aggregate principal amount of the Original Revolving Loan Commitments
(after giving effect to any conversion of such Extended Revolving Loan Lender’s Original Revolving
Loans into New Term Loans) immediately prior to the Second Restatement Effective Date.



     (b) Each Extended Revolving Loan Lender shall make Extended Revolving Loan Commitments on the
Second Restatement Effective Date by converting all or a portion of its Original Revolving Loan
Commitments (after giving effect to any conversion of such Extended Revolving Loan Lender’s
Original Revolving Loans into New Term Loans) to Extended Revolving Loan Commitments in an equal
principal amount. The conversion undertakings of the Extended Revolving Loan Lenders are several
and no such Extended Revolving Loan Lender shall be responsible for any other Extended Revolving
Loan Lender’s failure to make by conversion any Extended Revolving Loan Commitments. The Borrowers
will be required to make any payments to Original Revolving Loan Lenders under Section



 









 




4.4 of the Existing Credit Agreement in respect of the conversion of Existing Revolving Loan
Loans on the Second Restatement Effective Date for Extended Revolving Loans.




     SECTION 3. New Term Loans.



     (a) Subject to the terms and conditions set forth herein, each New Term Loan Lender agrees to
convert on the Second Restatement Effective Date the aggregate principal amount of its Original
Revolving Loans set forth on Schedule B hereto into New Term Loans. The amount of Original
Revolving Loans of each New Term Loan Lender to be converted into New Term Loans as set forth on
Schedule B hereto shall be determined by the Arrangers and the Company and notified to such
New Term Loan Lender on or prior to the Second Restatement Effective Date. Notwithstanding
anything herein or in the Existing Credit Agreement to the contrary, the aggregate principal amount
of Original Revolving Loans to be converted into New Term Loans shall be as determined by the
Arrangers and the Company; provided that in no event shall the aggregate principal amount
of the New Term Loans exceed the aggregate principal amount of the Original Revolving Loans
immediately prior to the Second Restatement Effective Date and provided, further,
that that no more than $100,000,000 in aggregate principal amount of all Original Revolving Loans
may be converted into New Term Loans, unless the Administrative Agents and the Company shall
otherwise agree. The conversion undertakings of the New Term Loan Lenders are several and no such
New Term Loan Lender shall be responsible for any other New Term Loan Lender’s failure to make by
conversion any New Term Loans. The Borrowers will be required to make any payments to New Term
Loan Lenders under Section 4.4 of the Restated Credit Agreement in respect of the conversion of
Original Revolving Loans on the Second Restatement Effective Date into New Term Loans.



     (b) All Borrowings of New Term Loans made on the Second Restatement Effective Date will have
initial Interest Periods ending on the same dates as the Interest Periods applicable at such time
to the Original Term Loans.



     SECTION 4. Agency Resignation, Waiver, Consent and Appointment.



     (a) As of the Second Restatement Effective Date (as defined below), (i) the Resigning Agent
hereby resigns as the Revolving Loan Administrative Agent as provided under Section 9.4 of the
Existing Credit Agreement and shall have no further obligations under the Loan Documents in such
capacity; (ii) the Resigning Agent hereby relinquishes its rights to receive any further agency
fees for acting as Revolving Loan Administrative Agent under the Loan Documents; (iii) the Required
Lenders hereby appoint PNC Bank as successor Revolving Loan Administrative Agent under the Existing
Credit Agreement and the other Loan Documents; (iv) the Company and Required Lenders hereby waive
any notice requirement provided for under the Loan Documents in respect of such resignation or
appointment; (v) the Company and Required Lenders hereby consent to the appointment of the
Successor Agent; (vi) PNC Bank hereby accepts its appointment as Successor Agent; (vii) the
Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the
Resigning Agent while it served as Revolving Loan Administrative Agent under the Existing Credit
Agreement and the other Loan Documents and (viii) each party hereto agrees to execute any
documentation reasonably necessary to evidence such succession.



     (b) The parties hereto hereby confirm that the Successor Agent succeeds to the rights and
obligations of the Revolving Loan Administrative Agent under the Existing Credit Agreement and
becomes vested with all of the rights, powers, privileges and duties of the Revolving Loan
Administrative Agent under each of the Loan Documents, and the Resigning Agent is discharged from
all of its duties and obligations as Revolving Loan Administrative Agent under the Existing Credit
Agreement and the other Loan Documents, in each case, as of the Second Restatement Effective Date.



 









 





     (c) The parties hereto hereby confirm that, as of the Second Restatement Effective Date, all
of the provisions of the Existing Credit Agreement, including, without limitation, Article IX (The
Agents), Section 10.3 (Payment of Costs and Expenses) and Section 10.4 (Indemnification) to the
extent they pertain to the Resigning Agent, continue in effect for the benefit of the Resigning
Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to
be taken by any of them while the Resigning Agent was acting as Revolving Loan Administrative Agent
and inure to the benefit of the Resigning Agent.



     (d) The Resigning Agent hereby assigns to the Successor Agent each of the Liens and security
interests granted to the Resigning Agent under the Loan Documents and the Successor Agent hereby
assumes all such Liens, for its benefit and for the benefit of the Secured Parties.



     (e) Notwithstanding any provision herein to the contrary, nothing in this Section 4
shall alter, modify or amend the rights of the Revolving Loan Administrative Agent under the
Existing Credit Agreement and the other Loan Documents (other than the resignation and appointment
effected hereby), including, without limitation, any and all rights to compensation, reimbursement
and indemnification and any and all liens for payments of such amounts. For the avoidance of
doubt, and without limiting the previous sentence, the Company, the Signing Lenders and the
Successor Agent acknowledge that, as of the Second Restatement Effective Date, (i) the Successor
Agent shall be entitled to all rights of compensation, reimbursement and indemnification as the
Revolving Loan Administrative Agent under the Existing Credit Agreement and the other Loan
Documents and (ii) the Successor Agent shall not be individually liable for payment of any fees of
counsel or consultants engaged by the Resigning Agent.



     (f) This Section 4 shall not constitute (i) a waiver by the Company, the Signing
Lenders or the Successor Agent of any obligation or liability which the Resigning Agent may have
incurred in connection with its services as Revolving Loan Administrative Agent under the Existing
Credit Agreement or the other Loan Documents, nor (ii) an assumption by the Successor Agent of any
liability of the Resigning Agent arising out of a breach by the Resigning Agent prior to the
discharge of its duties under the Existing Credit Agreement or the other Loan Documents to which it
is a party.



     (g) The effectiveness of this Section 4 is subject to (i) the receipt by the
Administrative Agents of duly executed and delivered counterparts of this Agreement that, when
taken together, bear the signatures of the Required Lenders and (ii) written notice, which shall be
delivered at any time after the date hereof and on or prior to the Second Restatement Effective
Date, from the Successor Agent to the Resigning Agent and the Company confirming the effectiveness
of such resignation and appointment.



     SECTION 5. Conditions to Effectiveness. The effectiveness of this Agreement (other
than Section 4 hereof), the obligations of each Extended Revolving Loan Lender to convert
its Original Revolving Loans to Extended Revolving Loans and convert its Original Revolving
Commitments to Extended Revolving Commitments, the obligations of each New Term Loan Lender to
convert Original Revolving Loans into New Term Loans, and the amendment and restatement of the
Existing Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of the
following conditions (the date on which such conditions are satisfied, the “Second Restatement
Effective Date”):



     (a) The Administrative Agents shall have received duly executed and delivered counterparts of
this Agreement that, when taken together, bear the signatures of (i) the Company, (ii) the Required
Lenders, (iii) the Extended Revolving Loan Lenders and (iv) the New Term Loan Lenders.



     (b) The Administrative Agents shall have received evidence, in form and substance satisfactory
to them, that the Company shall have consummated an issuance of common stock for aggregate gross
cash proceeds in an amount not less than $150,000,000 (the “Equity Offering”).



 









 





     (c) The Administrative Agents shall have received a written opinion dated the Second
Restatement Effective Date and addressed to the Agents and all Lenders, from Jones Day, legal
counsel for the Company, in form and substance reasonably satisfactory to the Administrative
Agents.



     (d) The Company shall have paid to the Revolving Loan Administrative Agent for the account of
each Extended Revolving Loan Lender that has executed and delivered a signature page approving this
Agreement on or before 5 p.m. (New York City time) on Thursday, October 22, 2009, a fee in an
amount equal to 0.75% of the aggregate amount of such Extended Revolving Loan Lender’s Original
Revolving Loan Commitments (whether used or unused) immediately prior to the Second Restatement
Effective Date.



     (e) The Company shall have paid to the Term Loan Administrative Agent for the account of each
Original Term Loan Lender that has executed and delivered a signature page approving this Agreement
on or before 5 p.m. (New York City time) on Thursday, October 22, 2009, a fee in an amount equal to
0.25% of the aggregate amount of such Original Term Loan Lender’s Original Term Loans outstanding
immediately prior to the Second Restatement Effective Date.



     (f) The Company shall have paid to the Administrative Agents all outstanding fees, costs and
expenses owing to the Administrative Agents and their respective Affiliates as of such date, except
that the Company shall pay the reasonable fees, disbursements and other charges of Latham & Watkins
LLP, counsel for the Administrative Agents within seven days following receipt of an invoice
therefor and such payment shall not constitute a condition to the occurrence of the Second
Restatement Effective Date.



     (g) The Administrative Agents shall have received the Affirmation and Consent, dated as of the
Second Restatement Effective Date, duly authorized, executed, acknowledged and delivered by the
Company and each Subsidiary Guarantor.



     (h) The Administrative Agents shall have received from the Company (i) a copy of a good
standing certificate issued by the Secretary of State of the State of Ohio, dated as of a date
reasonably close to the Second Restatement Effective Date, for the Company and (ii) a certificate,
dated as of the Second Restatement Effective Date, duly executed and delivered by the Company’s
Secretary or Assistant Secretary, managing member or general partner, as applicable as to:




     (i) resolutions of the Company’s Board of Directors (or other managing body, in the
case of other than a corporation) then in full force and effect authorizing, to the extent
relevant, all aspects of the Transaction applicable to such Person and the execution,
delivery and performance of each Loan Document to be executed by such Person and the
transactions contemplated hereby and thereby;




     (ii) the incumbency and signatures of those officers, managing member or general
partner, as applicable, authorized to act with respect to each Loan Document to be executed
by such Person; and




     (iii) the full force and validity of each Organic Document of such Person (and copies
of all amendments thereof, if any, since the Closing Date).



     (i) The Administrative Agents shall have received a solvency certificate, dated as of the
Second Restatement Effective Date and duly executed and delivered by the chief financial or
accounting Authorized Officer of the Company, in form and substance satisfactory to the
Administrative Agents, certifying that after giving pro forma effect to the Transaction,
the Company and its Subsidiaries are Solvent.



 









 





     (j) The Administrative Agents shall have received the Second Restatement Effective Date
Certificate, substantially in the form attached to the Restated Credit Agreement as Exhibit L,
dated as of the Second Restatement Effective Date and duly executed and delivered by an Authorized
Officer of the Company, in which certificate the Company shall agree and acknowledge that the
statements made therein shall be deemed to be true and correct representations and warranties of
the Company in all material respects as of such date, and, at the time each such certificate is
delivered, such statements shall in fact be true and correct in all material respects. All
documents and agreements required to be appended to the Second Restatement Effective Date
Certificate shall be in form and substance satisfactory to the Administrative Agents, shall have
been executed and delivered by the requisite parties, and shall be in full force and effect.



     (k) The Administrative Agents shall have received, for the account of each Extended Revolving
Loan Lender or New Term Loan Lender that has requested a Note, such Lender’s Notes duly executed
and delivered by an Authorized Officer of the Borrowers.



     (l) The Administrative Agents and Lenders shall have received such other documents,
information or agreements regarding the Borrowers as either Administrative Agent or the Collateral
Agent may reasonably request.



     (m) Each Borrower shall have obtained all material consents necessary or advisable in
connection with the transactions contemplated by this Agreement.



     SECTION 6. Miscellaneous.



     (a) Representations and Warranties.




     (i) To induce the other parties hereto to enter into this Agreement, the Company
represents and warrants to each of the Lenders and the Administrative Agents that, as of the
Second Restatement Effective Date:




	 	(A)	 	This Agreement has been duly authorized, executed and
delivered by the Company, and this Agreement and the Restated Credit
Agreement, constitutes the Company’s legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.
	 
	 	(B)	 	The representations and warranties set forth in the
Restated Credit Agreement and each other Loan Document are, in each case
after giving effect to this Agreement, true and correct in all material
respects on and as of the Second Restatement Effective Date, except to the
extent such representations and warranties expressly relate to an earlier
date, in which case they were true and correct in all material respects as
of such earlier date.
	 
	 	(C)	 	No Default has occurred and is continuing.






     (ii) Each of the Resigning Agent and the Successor Agent hereby represents and warrants
on and as of the date hereof that it is legally authorized to enter into and has duly
executed and delivered this Agreement.



 









 





     (b) Lender Authorization. Each Lender that executes and delivers this Agreement in any
capacity authorizes and instructs the Administrative Agents and the Collateral Agent to enter into
the Restated Credit Agreement and any and all additional agreements or documents contemplated
hereunder or in the Restated Credit Agreement as the Administrative Agents or the Collateral Agent,
as applicable, may deem necessary or advisable, on such Lender’s behalf.



     (c) Cross-References. References in this Agreement to any Article or Section are,
unless otherwise specified, to such Article or Section of this Agreement.



     (d) Loan Document Pursuant to Existing Credit Agreement. This Agreement 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.



     (e) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



     (f) Counterparts. This Agreement 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 Agreement by facsimile (or pdf or other electronic transmission) shall be
effective as delivery of a manually executed counterpart of this Agreement.



     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     (h) Full Force and Effect; Limited Amendment.




     (i) Except as expressly set forth herein, this Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies
of the Lenders, the Administrative Agents or the Collateral Agent under the Existing Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the
Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any
other Loan Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the Company to
a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Existing Credit Agreement
or any other Loan Document in similar or different circumstances.




     (ii) The parties hereto acknowledge and agree that (i) this Agreement and any other
Loan Documents executed and delivered in connection herewith do not constitute a novation,
or termination of the “Obligations” (as defined in the Loan Documents) under the Existing
Credit Agreement as in effect prior to the Second Restatement Effective Date; (ii) such
“Obligations” are in all respects continuing (as amended hereby) with only the terms thereof
being modified to the extent provided in this Agreement; and (iii) the Liens and security
interests as granted under the Loan Documents securing payment of such “Obligations” are in
all such respects continuing in full force and effect and secure the payments of the
“Obligations”.



     (i) Headings. The headings of this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.



 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers as of the day and year first above written.




	 	 	 	 	 
	 	FERRO CORPORATION

 	 
	 	By:  	/s/John T. Bingle
 	 
	 	 	Name:  	John T. Bingle 	 
	 	 	Title:  	Treasurer 	 
	 




 









 




	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as 
Term Loan
Administrative Agent

 	 
	 	By:  	 /s/
William O’Daly	 
	 	 	Name:  	William O’Daly	 
	 	 	Title:  	Director	 
	 



[Signature Page to Amendment and Restatement and Resignation and Appointment Agreement]





 









 




	 	 	 	 	 
	 	NATIONAL CITY BANK, as Resigning Agent,

Collateral Agent, Issuer and Swing Line Lender

 	 
	 	By:  	 /s/
Robert S. Coleman	 
	 	 	Name:  	Robert S. Coleman	 
	 	 	Title:  	Senior Vice President	 



[Signature Page to Amendment and Restatement and Resignation and Appointment Agreement]


 







 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as 

Successor Agent

 	 
	 	By:  	 /s/ Peter M. Hilton	 
	 	 	Name:  	Peter M. Hilton	 
	 	 	Title:  	Executive Vice President	 
	 



[Signature Page to Amendment and Restatement and Resignation and Appointment Agreement]





 









 





	 	 	 	 	 
	 	Name of Institution:
 	 
	 	 	 
	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	For any Lender requiring a second signature line:

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Signature Page to Amendment and Restatement and Resignation and Appointment Agreement]




 









 





Exhibit A

to Amendment and Restatement and Resignation and Appointment Agreement




Restated Credit Agreement




[Separately attached.]




 









 





Exhibit B

to Amendment and Restatement and Resignation and Appointment Agreement




Restated Exhibits and Schedules




[Separately attached.]




 









 





EXHIBIT A-1




[FORM OF] ORIGINAL REVOLVING LOAN NOTE




			
	 	 	 
	[$][€][¥][                    ]
	 	                     ___, 20___






     FOR VALUE RECEIVED, [FERRO CORPORATION, an Ohio corporation][NAME OF DESIGNATED BORROWER], a
[                    ] (the “Borrower”), promises to pay to the order of [Name of Lender] (the
“Lender”) on the Stated Maturity Date the principal sum of [                    ]
(1[$][€][¥][                    ]) or, if less, the aggregate unpaid principal amount of all
Original Revolving Loans shown on the schedule attached hereto (and any continuation thereof) made
(or continued) by the Lender pursuant to that certain Second Amended and Restated Credit Agreement,
dated as of [                    ], 2009 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Credit Agreement”), among [Ferro Corporation, an Ohio corporation
(the “Company”), as a borrower,][the Borrower,] the Designated Borrowers from time to time
party thereto [(including the Borrower)], the various financial institutions and other Persons from
time to time parties thereto (including the Lender), Credit Suisse, Cayman Islands Branch, as the
Term Loan Administrative Agent, PNC Bank, National Association, as the Revolving Loan
Administrative Agent, National City Bank, as the Collateral Agent for the Secured Parties, Keybank
National Association, as the Documentation Agent and Citigroup Global Markets, Inc. as the
Syndication Agent. Terms used in this Note, unless otherwise defined herein, have the meanings
provided in the Credit Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and,
after maturity, until paid, at the rates per annum and on the dates specified in the Credit
Agreement.



     Payments of both principal and interest are to be made in [Dollars][Euro][Yen] in same day or
immediately available funds to the account designated by the Revolving Loan Administrative Agent
pursuant to the Credit Agreement.



     This Note is one of the Notes referred to in, and evidences Indebtedness incurred under, the
Credit Agreement, to which reference is made for a description of the security for this Note and
for a statement of the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which
such Indebtedness may be declared to be immediately due and payable.



     All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for
payment, demand, protest and notice of dishonor.



     THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).





 




			
	1	 	If the Company is the Borrower, the Original Revolving
Loan must be denominated in Dollars. If a Designated Borrower is the Borrower,
the Original Revolving Loan may be denominated in either Euros or Yen.




 









 










	 	 	 	 	 
	 	[FERRO CORPORATION][NAME OF DESIGNATED

BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ORIGINAL REVOLVING LOANS AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original Revolving Loan	 	 	 	 	 	 	Amount of Principal	 	 	Unpaid Principal	 	 	 	 	 	 	 	 
	 	 	Made	 	 	 	 	 	 	Repaid	 	 	Balance	 	 	 	 	 	 	 	 
	 	 	Alternate	 	 	LIBO	 	 	Interest	 	 	Alternate	 	 	LIBO	 	 	Alternate	 	 	LIBO	 	 	 	 	 	 	Notation	 
	Date	 	Base Rate	 	 	Rate	 	 	Period	 	 	Base Rate	 	 	Rate	 	 	Base Rate	 	 	Rate	 	 	Total	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT A-2




[FORM OF] EXTENDED REVOLVING LOAN NOTE




			
	 	 	 
	[$][€][¥][                    ]
	 	                     ___, 20___






     FOR VALUE RECEIVED, [FERRO CORPORATION, an Ohio corporation][NAME OF DESIGNATED BORROWER], a
[                    ] (the “Borrower”), promises to pay to the order of [Name of Lender] (the
“Lender”) on the Stated Maturity Date the principal sum of [                    ]
(1[$][€][¥][                    ]) or, if less, the aggregate unpaid principal amount of all
Extended Revolving Loans shown on the schedule attached hereto (and any continuation thereof) made
(or continued) by the Lender pursuant to that certain Second Amended and Restated Credit Agreement,
dated as of [                    ], 2009 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Credit Agreement”), among [Ferro Corporation, an Ohio corporation
(the “Company”), as a borrower,][the Borrower,] the Designated Borrowers from time to time
party thereto [(including the Borrower)], the various financial institutions and other Persons from
time to time parties thereto (including the Lender), Credit Suisse, Cayman Islands Branch, as the
Term Loan Administrative Agent, PNC Bank, National Association, as the Revolving Loan
Administrative Agent, National City Bank, as the Collateral Agent for the Secured Parties, Keybank
National Association, as the Documentation Agent and Citigroup Global Markets, Inc. as the
Syndication Agent. Terms used in this Note, unless otherwise defined herein, have the meanings
provided in the Credit Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and,
after maturity, until paid, at the rates per annum and on the dates specified in the Credit
Agreement.



     Payments of both principal and interest are to be made in [Dollars][Euro][Yen] in same day or
immediately available funds to the account designated by the Revolving Loan Administrative Agent
pursuant to the Credit Agreement.



     This Note is one of the Notes referred to in, and evidences Indebtedness incurred under, the
Credit Agreement, to which reference is made for a description of the security for this Note and
for a statement of the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which
such Indebtedness may be declared to be immediately due and payable.



     All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for
payment, demand, protest and notice of dishonor.



     THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).





 




			
	1	 	If the Company is the Borrower, the Extended Revolving
Loan must be denominated in Dollars. If a Designated Borrower is the Borrower,
the Extended Revolving Loan may be denominated in either Euros or Yen.




 









 










	 	 	 	 	 
	 	[FERRO CORPORATION][NAME OF DESIGNATED 

BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXTENDED REVOLVING LOANS AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Extended Revolving Loan	 	 	 	 	 	 	Amount of Principal	 	 	Unpaid Principal	 	 	 	 	 	 	 	 
	 	 	Made	 	 	 	 	 	 	Repaid	 	 	Balance	 	 	 	 	 	 	 	 
	 	 	Alternate	 	 	LIBO	 	 	Interest	 	 	Alternate	 	 	LIBO	 	 	Alternate	 	 	LIBO	 	 	 	 	 	 	Notation	 
	Date	 	Base Rate	 	 	Rate	 	 	Period	 	 	Base Rate	 	 	Rate	 	 	Base Rate	 	 	Rate	 	 	Total	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT A-3




[FORM OF] ORIGINAL TERM LOAN NOTE




			
	 	 	 
	$                    
	 	                     ___, 20___






     FOR VALUE RECEIVED, FERRO CORPORATION, an Ohio corporation (the “Borrower”), promises
to pay to the order of [NAME OF LENDER] (the “Lender”) on the Stated Maturity Date the
principal sum of [                     DOLLARS ($                    )] or, if less, the aggregate unpaid
principal amount of all Original Term Loans shown on the schedule attached hereto made (or
continued) by the Lender pursuant to that certain Second Amended and Restated Credit Agreement,
dated as of [                    ], 2009 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Credit Agreement”), among the Borrower, the Designated Borrowers
from time to time party thereto, the various financial institutions and other Persons from time to
time parties thereto (including the Lender), Credit Suisse, Cayman Islands Branch, as the Term Loan
Administrative Agent, PNC Bank, National Association, as the Revolving Loan Administrative Agent,
National City Bank, as the Collateral Agent for the Secured Parties, Keybank National Association,
as the Documentation Agent, and Citigroup Global Markets, Inc., as the Syndication Agent. Terms
used in this Note, unless otherwise defined herein, have the meanings provided in the Credit
Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and,
after maturity, until paid, at the rates per annum and on the dates specified in the Credit
Agreement.



     Payments of both principal and interest are to be made in Dollars in same day or immediately
available funds to the account designated by the Term Loan Administrative Agent pursuant to the
Credit Agreement.



     This Note is one of the Term Notes referred to in, and evidences Indebtedness incurred under,
the Credit Agreement, to which reference is made for a description of the security for this Note
and for a statement of the terms and conditions on which the Borrower is permitted and required to
make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on
which such Indebtedness may be declared to be immediately due and payable.



     All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment
for payment, demand, protest and notice of dishonor.



 









 





     THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



	 	 	 	 	 	 	 
	 	 	FERRO CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






2









 





ORIGINAL TERM LOANS AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of Original Term	 	 	 	 	 	 	Amount of Principal	 	 	Unpaid Principal	 	 	 	 	 	 	 	 
	 	 	Loan Made	 	 	 	 	 	 	Repaid	 	 	Balance	 	 	 	 	 	 	 	 
	 	 	Alternate	 	 	LIBO	 	 	Interest	 	 	Alternate	 	 	LIBO	 	 	Alternate	 	 	LIBO	 	 	 	 	 	 	Notation	 
	Date	 	Base Rate	 	 	Rate	 	 	Period	 	 	Base Rate	 	 	Rate	 	 	Base Rate	 	 	Rate	 	 	Total	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT A-4




[FORM OF] NEW TERM LOAN NOTE




			
	 	 	 
	$                    
	 	                     ___, 20___






     FOR VALUE RECEIVED, FERRO CORPORATION, an Ohio corporation (the “Borrower”), promises
to pay to the order of [NAME OF LENDER] (the “Lender”) on the Stated Maturity Date the
principal sum of [                     DOLLARS ($                    )] or, if less, the aggregate unpaid
principal amount of all New Term Loans shown on the schedule attached hereto made (or continued) by
the Lender pursuant to that certain Second Amended and Restated Credit Agreement, dated as of
[                    ], 2009 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Credit Agreement”), among the Borrower, the Designated Borrowers from time to
time party thereto, the various financial institutions and other Persons from time to time parties
thereto (including the Lender), Credit Suisse, Cayman Islands Branch, as the Term Loan
Administrative Agent, PNC Bank, National Association, as the Revolving Loan Administrative Agent,
National City Bank, as the Collateral Agent for the Secured Parties, Keybank National Association,
as the Documentation Agent, and Citigroup Global Markets, Inc., as the Syndication Agent. Terms
used in this Note, unless otherwise defined herein, have the meanings provided in the Credit
Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and,
after maturity, until paid, at the rates per annum and on the dates specified in the Credit
Agreement.



     Payments of both principal and interest are to be made in Dollars in same day or immediately
available funds to the account designated by the Term Loan Administrative Agent pursuant to the
Credit Agreement.



     This Note is one of the Term Notes referred to in, and evidences Indebtedness incurred under,
the Credit Agreement, to which reference is made for a description of the security for this Note
and for a statement of the terms and conditions on which the Borrower is permitted and required to
make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on
which such Indebtedness may be declared to be immediately due and payable.



     All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment
for payment, demand, protest and notice of dishonor.



 









 





     THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



	 	 	 	 	 	 	 
	 	 	FERRO CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






2









 





NEW TERM LOANS AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of New Term	 	 	 	 	 	 	Amount of Principal	 	 	Unpaid Principal	 	 	 	 	 	 	 	 
	 	 	Loan Made	 	 	 	 	 	 	Repaid	 	 	Balance	 	 	 	 	 	 	 	 
	 	 	Alternate	 	 	LIBO	 	 	Interest	 	 	Alternate	 	 	LIBO	 	 	Alternate	 	 	LIBO	 	 	 	 	 	 	Notation	 
	Date	 	Base Rate	 	 	Rate	 	 	Period	 	 	Base Rate	 	 	Rate	 	 	Base Rate	 	 	Rate	 	 	Total	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 











 





EXHIBIT B-1




[FORM OF] BORROWING REQUEST




[Credit Suisse, Cayman Islands Branch,

     as Term Loan Administrative Agent

11 Madison Avenue

New York, NY 10010

Attention: Brian T. Caldwell]




[PNC Bank,

     as Revolving Loan Administrative Agent

PNC First Side Center

500 First Avenue

Pittsburgh, Pennsylvania 15219

Attention: Lisa Pierce]




[FERRO CORPORATION][NAME OF DESIGNATED BORROWER]



Ladies and Gentlemen:




     This Borrowing Request is delivered to you pursuant to Section 2.3 of the Second
Amended and Restated Credit Agreement, dated as of [                    ], 2009 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit Agreement”),
among Ferro Corporation, an Ohio corporation (the [“Borrower”][“Company”]), the
Designated Borrowers from time to time party thereto [(including [NAME OF DESIGNATED BORROWER], a
[                                      
  ] (the “Borrower”))], the various financial institutions and other Persons
from time to time parties thereto (the “Lenders”), Credit Suisse, Cayman Islands Branch, as
the Term Loan Administrative Agent, PNC Bank, National Association, as the Revolving Loan
Administrative Agent, National City Bank, as the Collateral Agent for the Secured Parties, Keybank
National Association, as the Documentation Agent, and Citigroup Global Markets, Inc., as the
Syndication Agent. Terms used herein, unless otherwise defined herein, have the meanings provided
in the Credit Agreement.



     The Borrower hereby requests that a [Original Revolving Loan] [Extended Revolving
Loan][Original Term Loan] [New Term Loan][Swing Line Loan] be made in the aggregate principal
amount of [$][€][Y]                            
              [(the Dollar Equivalent of which is equal to $          
         
        
             )]
on                
               
           ___as a [Base
Rate Loan] [LIBO Rate Loan having an Interest Period of
[1][2][3][6] months].



     The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the
proceeds of the Loans requested hereby constitutes a representation and warranty by the Borrower
that, on the date of the making of such Loans, and both before and after giving effect thereto and
to the application of the proceeds therefrom, all statements set forth in Section 5.2.1 of
the Credit Agreement are true and correct in all material respects (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).



     The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter
certified to herein by it will not be true and correct in all material respects at such time as if
then made, it will immediately so notify the [Term Loan][Revolving Loan] Administrative Agent.
Except to the extent, if any, that prior to the time of the Borrowing requested hereby the [Term
Loan][Revolving Loan]



 









 







Administrative Agent shall receive written notice to the contrary from the Borrower, each
matter certified to herein shall be deemed once again to be certified as true and correct in all
material respects at the date of such Borrowing as if then made.



     Please wire transfer the proceeds of the Borrowing to the accounts of the following persons at
the financial institutions indicated respectively:



	 	 	 	 	 	 	 
	Amount to	 	Person to be Paid	 	Name, Address, etc.
	be Transferred	 	Name	 	Account No.	 	Of Transferee Lender
	[$][€][Y]                     

	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:                     
	[$][€][Y]                     

	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:                     
	[$][€][Y]                     

	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:                     
	Balance of such proceeds

	 	The Borrower
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:         
            






2









 





     IN WITNESS WHEREOF, the Borrower has caused this Borrowing Request to be executed and
delivered, and the certifications and warranties contained herein to be made, by its duly
Authorized Officer this                      day of       
                       
           ,    
                 .



	 	 	 	 	 
	 	[FERRO CORPORATION][NAME OF DESIGNATED BORROWER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT C




[FORM OF] CONTINUATION/CONVERSION NOTICE




[Credit Suisse, Cayman Islands Branch,

     as Term Loan Administrative Agent

11 Madison Avenue

New York, NY 10010

Attention: Brian T. Caldwell]




[PNC Bank,

     as Revolving Loan Administrative Agent

PNC First Side Center

500 First Avenue

Pittsburgh, Pennsylvania 15219

Attention: Lisa Pierce]




[FERRO CORPORATION][NAME OF DESIGNATED BORROWER]



Ladies and Gentlemen:




     This Continuation/Conversion Notice is delivered to you pursuant to Section 2.4 of the
Second Amended and Restated Credit Agreement, dated as of [                    ], 2009 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the “Credit
Agreement”), among Ferro Corporation, an Ohio corporation (the [“Borrower”]
[“Company”]), the Designated Borrowers from time to time party thereto [(including [NAME OF
DESIGNATED BORROWER], a [                    ] (the “Borrower”))], the various financial
institutions and other Persons from time to time parties thereto (the “Lenders”), Credit
Suisse, Cayman Islands Branch, as the Term Loan Administrative Agent, PNC Bank, National
Association, as the Revolving Loan Administrative Agent, National City Bank, as the Collateral
Agent for the Secured Parties, Keybank National Association, as the Documentation Agent, and
Citigroup Global Markets, Inc., as the Syndication Agent. Terms used herein, unless otherwise
defined herein, have the meanings provided in the Credit Agreement.



     The Borrower hereby requests that on                      ___,                     .


(1) [$][€][Y]                                          [(the Dollar Equivalent of which is equal to $      
              )] of the presently
outstanding principal amount of the [Original Revolving Loans][Extended Revolving Loans][Original
Term Loans][New Term Loans][Alternate Currency Loans] originally made on                                          ___,                     ,
presently being maintained as [Base Rate Loans] [LIBO Rate Loans],





	(2)	 	be [converted into] [continued as],
	 
	(3)	 	[LIBO Rate Loans having an Interest Period of [1][2][3][6] months][Base Rate Loans].
	 
	 	 	The Borrower hereby:
	 
	(a)	 	certifies and warrants that no Default has occurred and is continuing; and





 









 





(b) agrees that if prior to the time of the [continuation] [conversion] requested hereby any matter
certified to herein by it will not be true and correct in all material respects at such time as if
then made, it will immediately so notify the [Term Loan][Revolving Loan] Administrative Agent.



Except to the extent, if any, that prior to the time of the [continuation] [conversion] requested
hereby the [Term Loan][Revolving Loan] Administrative Agent shall receive written notice to the
contrary from the Borrower, each matter certified to herein shall be deemed once again to be
certified as true and correct in all material respects at the date of such [continuation]
[conversion] as if then made.




2









 





     IN WITNESS WHEREOF, the Borrower has caused this Continuation/Conversion Notice to be executed
and delivered, and the certifications and warranties contained herein to be made, by its duly
Authorized Officer this ___day of                     , ___.



	 	 	 	 	 
	 	[FERRO CORPORATION][NAME OF DESIGNATED BORROWER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT D




[FORM OF] LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT




                     __, 200__





     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the [Term Loan][Revolving Loan] Administrative Agent as contemplated
below the interest in and to all of the Assignor’s rights and obligations in its capacity as a
Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto
and represents the amount and the percentage interest identified below of all of the Assignor’s
outstanding rights and obligations under the respective facilities identified below (including, to
the extent included in any such facilities, letters of credit and swing line loans, the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.



	 	 	 
	1. Assignor:

	 	                                                            
	 
	 	 
	2. Assignee:

	 	                                                             [, an Eligible Assignee][and is an
Affiliate/Approved Fund of [identify
Lender]1]
	 
	 	 
	3. Borrowers:

	 	Ferro Corporation, an Ohio corporation (the
“Company”), and the Designated Borrowers from
time to time party to the Credit Agreement
	 
	 	 
	4. Administrative
Agents:

	 	Credit Suisse, Cayman Islands Branch, as the Term
Loan Administrative Agent, and PNC Bank, National
Association, as the Revolving Loan Administrative
Agent
	 
	 	 
	5. Credit Agreement:

	 	Second Amended and Restated Credit Agreement,
dated as of [                    ], 2009 (together with all
amendments and other modifications, if any, from
time to time thereafter made thereto), among the
Borrowers, the Lenders parties thereto, the
Administrative Agents, the Collateral Agent, the
Documentation Agent and the Syndication Agent
	 
	 	 
	6. Assigned Interest:
	 	 
	 
	 	                                                            







 




			
	1	 	Select as applicable.





 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	Amount of	 	 	 	 
	Commitment/Loans	 	Commitment/Loans for	 	 	Commitment/Loans	 	 	Percentage Assigned of	 
	Assigned	 	all Lenders	 	 	Assigned	 	 	Commitment/Loans3	 
	Original Revolving
Loan
	 	$	 	 	 	$	 	 	 	 	%	 
	Extended Revolving
Loan
	 	$	 	 	 	$	 	 	 	 	%	 
	Original Term Loan
	 	$	 	 	 	$	 	 	 	 	%	 
	New Term Loan
	 	$	 	 	 	$	 	 	 	 	%	 






			
	 	 	 
	Effective Date:
	 	                          , 20 ___





The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Consented to and Accepted:4




	 	 	 	 	 
	[CREDIT SUISSE, CAYMAN ISLANDS BRANCH,	 	 
	     as Term Loan Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]	 	 








 




			
	3	 	Set forth, to at least 9 decimals, as a percentage of
the Loans of all Lenders thereunder.
	 
	4	 	Select as applicable.





 









 





	 	 	 	 	 
	[PNC BANK, NATIONAL ASSOCIATION,	 	 
	     as Revolving Loan Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]	 	 
	 
	 	 	 	 
	[Consented to:]5	 	 
	 
	 	 	 	 
	[FERRO CORPORATION]	 	 
	 
	 	 	 	 
	By

	 	 

Name:
	 	 
	 

	 	Title:]	 	 
	 
	 	 	 	 
	[[                                                            ],	 	 
	 

	 	as an Issuer	 	 
	 
	 	 	 	 
	By

	 	 

Name:
	 	 
	 

	 	Title:]	 	 








 




			
	5	 	To be added only if the consent of the Company and/or
the Issuers are required by the terms of the Credit Agreement; provided that,
to the extent permitted under the definition of Eligible Assignee, the
Company’s consent is required for assignments of the Revolving Loan Commitment.





 









 





ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company or any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Company or any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2 Assignee. The Assignee: (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.1.1 thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, on
the basis of which it has made such analysis and decision independently and without reliance on the
[Term Loan][Revolving Loan] Administrative Agent or any other Lender, and (v) if it is a Non-U.S.
Lender, attached to this Assignment and Acceptance is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the [Term Loan][Revolving Loan]
Administrative Agent, the Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to be performed by it
as a Lender.



     2. Payments. From and after the Effective Date, the [Term Loan][Revolving Loan]
Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have
accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from
and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Acceptance may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and



 









 







Acceptance. This Assignment and Acceptance shall be deemed to be a contract made under,
governed by, and construed in accordance with, the laws of the State of New York, including for
such purposes Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.



 









 





EXHIBIT E




[FORM OF] COMPLIANCE CERTIFICATE




FERRO CORPORATION




     This Compliance Certificate is delivered pursuant to Section 7.1.1 of the Second
Amended and Restated Credit Agreement, dated as of [                    ], 2009 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit Agreement”),
among Ferro Corporation, an Ohio corporation (the “Company”), the Designated Borrowers from
time to time party thereto, the Lenders, Credit Suisse, Cayman Islands Branch, as the Term Loan
Administrative Agent, PNC Bank, National Association, as the Revolving Loan Administrative Agent,
National City Bank, as the Collateral Agent, Keybank National Association, as the Documentation
Agent, and Citigroup Global Markets, Inc., as the Syndication Agent. Terms used herein, unless
otherwise defined herein, have the meanings provided in the Credit Agreement.



     The Company hereby certifies, represents and warrants that, as of                      ___, 20___ (the
“Computation Date”), no Default had occurred and was continuing.1 The Company
hereby further represents and warrants that as of the Computation Date:


1. Financial Covenants:





     (a) The maximum Leverage Ratio permitted pursuant to clause (a) of Section
7.2.4 of the Credit Agreement on the Computation Date is ___ to 1.00. The actual
Leverage Ratio was ___ to 1.00, as computed on Attachment I hereto, and, accordingly,
the covenant [has][has not] been complied with.




     (b) The minimum Fixed Charge Coverage Ratio permitted pursuant to clause (b) of
Section 7.2.4 of the Credit Agreement on the Computation Date is ___ to 1.00. The
actual Fixed Charge Coverage Ratio was ___ to 1.00, as computed on Attachment II
hereto, and, accordingly, the covenant [has][has not] been complied with.


2. Subsidiaries: No Subsidiary has been formed or acquired since the delivery of the last
Compliance Certificate.2



[3. Excess Cash Flow: The Excess Cash Flow was $                    , as computed on Attachment
III hereto.3]






 




			
	1	 	If a Default has occurred, specify the details of such
Default and the action that the Company or an Obligor has taken or proposes to
take with respect thereto.
	 
	2	 	If a Subsidiary has been formed or acquired since the
delivery of the last Compliance Certificate, the Company must certify that such
Subsidiary has complied with Section 7.1.8 of the Credit Agreement.
	 
	3	 	Use in the case of a Compliance Certificate delivered
concurrently with the financial information pursuant to clause (b) of
Section 7.1.1 of the Credit Agreement.





 









 





          IN WITNESS WHEREOF, the Company has caused this Compliance Certificate to be executed and
delivered, and the certifications and warranties contained herein to be made on behalf of the
Company, by the chief financial or accounting Authorized Officer of the Company as of                      ,
20___.




	 	 	 	 	 
	 	FERRO CORPORATION

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





Attachment I

(to __/__/__ Compliance

Certificate)




LEVERAGE RATIO

as of the last day of the Fiscal Quarter ending on or

immediately preceding the Computation Date




	 	 	 	 	 	 	 	 	 
	1.	 	Total Debt: the outstanding principal amount of the following types of
Indebtedness of the Company and its Subsidiaries as of the last day of the Fiscal
Quarter ending on or immediately preceding the Computation Date (exclusive of
intercompany Indebtedness between the Company and its Subsidiaries):	 	 	      	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(a)
	 	all obligations of such Person for borrowed money or advances and all
obligations of such Person evidenced by bonds, debentures, notes or
similar instruments (which, in the case of the Loans, shall be deemed to
equal the Dollar Equivalent (determined as of the most recent Revaluation
Date) for any Loans denominated in an Alternate Currency)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(b)
	 	all obligations, contingent or otherwise, relative to the face amount
of all letters of credit (other than any letter of credit obligations
that are cash collateralized), whether or not drawn, and banker’s
acceptances issued for the account of such Person (which, in the case of
Letter of Credit Outstandings, shall be deemed to equal the Dollar
Equivalent (determined as of the most recent Revaluation Date) for any
Letter of Credit Outstandings denominated in an Alternate Currency)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(c)
	 	all monetary obligations of such Person and its Subsidiaries under
any leasing or similar arrangement which have been (or, in accordance
with GAAP, should be) classified as capitalized leases, and for purposes
of each Loan Document the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the
stated maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a premium
or a penalty (“Capitalized Lease Liabilities”)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(d)
	 	obligations arising under any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real,
personal or mixed) (i) that is not a capital lease in accordance with
GAAP and (ii) in respect of which the lessee retains or obtains ownership
of the property so leased for federal income tax purposes, other than any
such lease under which that Person is the lessor (synthetic leases)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(e)
	 	all obligations (other than intercompany obligations) of such Person
pursuant to any Permitted Receivables Program
	 	$	      	 
	 

	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 

	 	(f)
	 	the stated value, or liquidation value if higher, of all Redeemable
Stock of such Person
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(g)
	 	(without duplication) any Contingent Liability in respect of Items
1(a) through l(f)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(h)
	 	The sum of Items 1(a) through 1(g)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	2.	 	EBITDA as of the last day of the Fiscal Quarter ending on or
immediately preceding the Computation Date and each of the three
immediately preceding Fiscal Quarters:	 	 	      	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(a)
	 	Net Income: the aggregate of all amounts (exclusive of all amounts
in respect of (i) extraordinary gains and losses, (ii) whether or not
extraordinary, gains and losses on asset sales and (iii) whether or not
extraordinary, gains and losses resulting from the extinguishment of
Indebtedness of the Company or any of its Subsidiaries) which would be
included as net income on the consolidated financial statements of the
Company and its Subsidiaries for such period
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	plus, to the extent deducted in determining Net Income:	 	 	      	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(b)
	 	amounts attributable to amortization
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(c)
	 	income tax expense
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(d)
	 	the aggregate interest expense (both accrued and paid and net of
interest income paid during the applicable period to the Company and its
Subsidiaries) of the Company and its Subsidiaries for such period,
including the portion of any payments made in respect of Capitalized
Lease Liabilities allocable to interest expense (“Interest Expense”)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(e)
	 	depreciation of assets
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(f)
	 	expenses incurred in connection with the Company’s accounting
investigations and audit expenses1
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(g)
	 	restructuring expenses (including expenses relating to modifications
to the Company’s retirement programs)2
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(h)
	 	restructuring expenses related to additional restructuring
initiatives for the 2007, 2008 and 2009 Fiscal Years3
	 	$	      	 
	 

	 	 	 	 	 	 	 	 







 




			
	1	 	In an aggregate amount not to exceed $10,000,000 for
each of the 2005 Fiscal Year and 2006 Fiscal Year, respectively, none of which
remains available as of the Amendment No. 4 Effective Date.
	 
	2	 	In an aggregate amount not to exceed $30,000,000 in the
aggregate for the 2006 and 2007 Fiscal Years, none of which remains available
as of the Amendment No. 4 Effective Date.




 









 










	 	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	restructuring expenses that are related to cost-savings initiatives
related to additional restructuring initiatives for the 2009 and 2010
Fiscal Years4
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(j)
	 	non-cash pension expenses with respect to the 2009 Fiscal Year
incurred in excess of cash contributions in connection with pension
plans5
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(k)
	 	non-recurring fees, cash charges and other cash expenses paid in
connection with the preparation, negotiation, approval, execution and
delivery of Amendment No. 4. (including the fees and expenses of the
consultant referred to in Section 7.1.14 of the Credit Agreement)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(l)
	 	non-cash expenses incurred in connection with asset write-offs,
including, but not limited to, goodwill impairments
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(m)
	 	if applicable, any swap or hedge breakage costs relating to interest
rate swaps or hedges in effect on the Amendment No. 4 Effective Date
(including, without limitation, any such costs incurred in connection
with a prepayment of the Term Loans) to the extent any such costs do not
constitute Interest Expense)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(n)
	 	non-cash losses resulting from mark-to-market accounting treatment of
interest rate hedging agreements
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(o)
	 	non-cash losses resulting from mark-to-market accounting treatment of
metals owned by the Company as of the date of determination and recorded
as assets on the consolidated balance sheet of the Company and its
Subsidiaries
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(p)
	 	additional cash and non-cash restructuring expenses6
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(q)
	 	non-recurring fees, cash charges and other cash expenses paid
in connection with or related to the preparation, negotiation, approval,
execution and delivery of the amendment and restatement of the Existing
Credit Agreement and the Equity Offering
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(r)
	 	all charges and associated expenses in connection with the
refinancing, retirement or extinguishment of any Indebtedness, including
initial issuance costs, prepayment penalties, swap breakage fees and
write-off of deferred issuance fees
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	minus, to the extent added in determining Net Income:	 	 	      	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(s)
	 	non-cash gains resulting from mark- to-market accounting treatment of
interest rate hedging agreements	 	 	      	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(t)
	 	non-cash gains resulting from mark- to-market accounting treatment of
metals owned by the Company as of the date of determination and recorded
as assets on the consolidated balance sheet of the Company and its
Subsidiaries	 	 	      	 
	 
	 	 	 	 	 	 	      	 







 




			
	3	 	In an amount not to exceed $30,000,000 in any such
Fiscal Year or $45,000,000 in the aggregate for all such Fiscal Years ,
approximately $6,000,000 of which remains available as of September 30, 2008.
	 
	4	 	In an aggregate amount not to exceed $36,000,000 for
the 2009 and 2010 Fiscal Years.
	 
	5	 	In an aggregate amount not to exceed $14,000,000 in
such Fiscal Year.
	 
	6	 	In the event gross proceeds of the Equity Offering are
greater than or equal to $175,000,000, cash restructuring expenses not to
exceed $45,000,000 and in the event the gross proceeds of the Equity Offering
are less than $175,000,000, cash restructuring expenses not to exceed
$35,000,000 in the aggregate.




 









 










	 	 	 	 	 	 	 	 	 
	 

	 	(u)
	 	TOTAL EBITDA: The sum of Items 2(a) through 2(r), minus the sum of
Items 2(s) through 2(t)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	3.	 	TOTAL LEVERAGE RATIO: ratio of Item 1(h) to Item 2(u)	 	                    : 1.00








 









 








Attachment II

(to __/__/__ Compliance

Certificate)




FIXED CHARGE COVERAGE RATIO

as of the last day of the Fiscal Quarter ending on or

immediately preceding the Computation Date




	 	 	 	 	 	 	 	 	 
	1.	 	EBITDA (see Item 2(u) of Attachment I)	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	2.	 	The aggregate amount of all expenditures of the Company and its Subsidiaries for
fixed or capital assets made during such period which, in accordance with GAAP,
would be classified as capital expenditures on the Company’s Consolidated Statement
of Cash Flows (“Capital Expenditures”) 1	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	3.	 	The sum (for the Fiscal Quarter ending on or immediately preceding the
Computation Date and the three immediately preceding Fiscal Quarters)
of2:	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(a)
	 	Interest Expense (refer to Item 2(d) of Attachment I for definition)
actually paid in cash during such period (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, (C)
if applicable, any swap or hedge breakage costs relating to interest
rate swaps or hedges in effect on the Amendment No. 4 Effective Date
(including, without limitation, any such costs incurred in connection
with a prepayment of the Term Loans))	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(b)
	 	scheduled principal repayments of Indebtedness (other than
Indebtedness issued under the Indentures) actually made during such
period (including repayments of the Term Loans pursuant to clause (c) of
Section 3.1.1 of the Credit Agreement (other than the final four
scheduled payments of the Term Loans required pursuant to the last
sentence of Section 3.1.1(c); provided that such exception shall not
include amounts equal to 0.25% of the original principal amount of the
Original Term Loans and the New Term Loans that are included in such
final four scheduled payments), and excluding payments of the Term Loans
made from the proceeds of the Equity Offering)
	 	$	      	 
	 

	 	 	 	 	 	 	 	 







 




			
	1	 	Up to $30,000,000 of Capital Expenditures in each of
the 2007, 2008 and 2009 Fiscal Years, not to exceed $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, approximately $10,000,000
of which remains available as of September 30, 2008.
	 
	2	 	Non-recurring fees, cash charges and other cash
expenses paid in connection with or related to the preparation, negotiation,
approval, execution and delivery of the amendment and restatement of the
Existing Credit Agreement and the Equity Offering shall be excluded for the
calculation of this Item 3.




 









 










	 	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	finance expenses paid in connection with the Permitted Receivables
Program during such period
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	 

	 	(d)
	 	Restricted Payments made by the Company during such
period3
	 	$	      	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	4.	 	Item 1 minus Item 2	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	5.	 	The sum of Items 3(a) through 3(d)	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	      	 
	6.	 	FIXED CHARGE COVERAGE RATIO: the ratio of Item 4 to Item 5	 	 	__: 1.00	 








 




			
	3	 	Calculate Restricted Payments made by the Company
during the Fiscal Quarters ending on June 30, 2008, September 30, 2008 and
December 31, 2008, on a pro forma basis as if the amount of
each such Restricted Payment equals $221,000.




 









 










Attachment III

(to __/__/__ Compliance

Certificate)




EXCESS CASH FLOW

on the Computation Date




	 	 	 	 	 	 	 
	1.	 	EBITDA (see Item 2(u) of Attachment I)	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	2.	 	Interest Expense (refer to Item 2(d) of Attachment I for definition)
actually paid in cash by the Company and its Subsidiaries	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	3.	 	scheduled and voluntary principal repayments, to the extent actually
made, of Term Loans pursuant to clause (c) of Section 3.1.1 of the Credit
Agreement	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	4.	 	all income Taxes actually paid in cash by the Company and its
Subsidiaries	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	5.	 	Capital Expenditures (refer to Item 2 of Attachment II for definition)
actually made by the Company and its Subsidiaries	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	6.	 	all Restricted Payments actually made by the Company in such period	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	7.	 	non-recurring fees, cash charges and other cash expenses paid by the
Company and its Subsidiaries in connection with the preparation,
negotiation, approval, execution and delivery of Amendment No. 4 (including
the fees and expenses of the consultant referred to in Section 7.1.14 of
the Credit Agreement)	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	8.	 	cash restructuring costs paid by the Company in such Fiscal
Year that were added back in calculating EBITDA	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	9.	 	non-recurring fees, cash charges and other cash expenses paid
in connection with or related to the preparation, negotiation, approval,
execution and delivery of the amendment and restatement of the Existing
Credit Agreement and the Equity Offering	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	10.	 	The sum of Items 2 through 9	$	      
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	      
	11.	 	EXCESS CASH FLOW: Item 1 minus Item 10	$	      
	 

	 	 	 	 	 	 






 











 





EXHIBIT J




AFFIRMATION AND CONSENT




[                    ], 2009




Credit Suisse, Cayman Islands Branch,

     as Term Loan Administrative Agent

11 Madison Avenue

New York, NY 10010




PNC Bank,

      as Revolving Loan Administrative Agent

PNC First Side Center

500 First Avenue

Pittsburgh, Pennsylvania 15219




-and-




Each of the Lenders party

to the Credit Agreement

referred to below




FERRO CORPORATION



Ladies and Gentlemen:




     This Affirmation and Consent (this “Affirmation and Consent”) is delivered to you
pursuant to Section 5(g) of that certain Amendment and Restatement and Resignation and
Appointment Agreement dated as of [                    ], 2009 (“Amendment Agreement”) among Ferro
Corporation, an Ohio corporation (the “Company”), the Lenders party thereto, Credit Suisse,
Cayman Islands Branch, as Term Loan Administrative Agent (in such capacity, the “Term Loan
Administrative Agent”), and National City Bank, as resigning Revolving Loan Administrative
Agent (in such capacity, the “Resigning Agent”) and as Collateral Agent (in such capacity,
the “Collateral Agent”) and PNC Bank, National Association, as successor Revolving Loan
Administrative Agent (in such capacity, the “Successor Agent”), amending and restating the
Amended and Restated Credit Agreement dated as of June 8, 2007 (as amended, restated, supplemented,
waived or otherwise modified from time to time, the “Existing Credit Agreement”;
and as amended and restated pursuant to the terms of the Amendment Agreement or otherwise amended,
restated, supplemented, waived or otherwise modified from time to time after the Second Restatement
Effective Date, the “Credit Agreement”) among the Company, the Lenders, the Term Loan
Administrative Agent, the Resigning Agent, the Collateral Agent, Keybank National Association, as
Documentation Agent, and Citigroup Global Markets, Inc., as Syndication Agent. Unless otherwise
defined herein or the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement or the Amendment Agreement, as applicable.



     By its signature below, each of the Obligors signatory hereto (each, a “Signatory”)
hereby acknowledges, consents and agrees to the Credit Agreement and the Amendment Agreement.



     Each Signatory hereby reaffirms, as of the Second Restatement Effective Date, (a) the
covenants and agreements made by such Signatory contained in each Loan Document to which it is a
party, (b) with respect to each Signatory party to a Subsidiary Guaranty, its guarantee of payment
of the Obligations pursuant to such Subsidiary Guaranty, and (c) with respect to each Signatory
party to a Security



2









 







Agreement or a Mortgage, its pledges and other grants of Liens in respect of the Obligations
pursuant to any such Loan Document, in each case, as such covenants, agreements and other
provisions may be modified by the Amendment Agreement or the Credit Agreement.



     Each Signatory hereby represents and warrants that, immediately after giving effect to the
Second Restatement Effective Date, each Loan Document, in each case as modified by Amendment
Agreement or the Credit Agreement (where applicable), to which it is a party continues to be a
legal, valid and binding obligation of the undersigned, enforceable against such party in
accordance with its terms (except, in any case, as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by
principles of equity).



     Each Signatory hereby certifies that, on the Second Restatement Effective Date, immediately
after giving effect to amendment and restatement of the Existing Credit Agreement:




	 	(a)	 	the representations and warranties set forth in each Loan Document to which
such Signatory is a party are, in each case, true and correct in all material respects
with the same effect as if made on the date hereof (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 has occurred and is continuing.





     Each Signatory further confirms that each Loan Document, in each case as modified by the
Amendment Agreement or the Credit Agreement (where applicable), to which it is a party is and shall
continue to be in full force and effect and the same are hereby ratified and confirmed in all
respects, except that upon the occurrence of Second Restatement Effective Date, all references in
such Loan Documents to the “Credit Agreement”, “Loan Documents”, “thereunder”, “thereof”, or words
of similar import shall mean the Credit Agreement and the other Loan Documents, as the case may be,
in each case after giving effect to the amendments and other modifications provided for in
Amendment Agreement.



     Each Signatory hereby acknowledges and agrees that the acceptance by the Administrative Agents
and each Lender of this document shall not be construed in any manner to establish (or indicate)
any course of dealing on any Administrative Agent’s or any Lender’s part, including the providing
of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any
Loan Document with respect to any future amendment, waiver, supplement or other modification to any
Loan Document or any arrangement contemplated by any Loan Document.



     This Affirmation and Consent is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the terms and provisions of
the Credit Agreement. This Affirmation and Consent shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.



     THIS AFFIRMATION AND CONSENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



     This Affirmation and Consent may be executed in any number of counterparts by the parties
hereto, each of which counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same agreement. The parties hereto agree that delivery of an
executed counterpart of a signature page to this Affirmation and Consent by facsimile (or .pdf or
other electronic



3









 







transmission) shall be effective as delivery of an original executed counterpart of this
Affirmation and Consent.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




4









 





     IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Affirmation and
Consent as of the date first above written.



	 	 	 	 	 
	 	FERRO CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	FERRO ELECTRONIC MATERIALS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	FERRO PFANSTIEHL LABORATORIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	FERRO COLOR & GLASS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	FERRO INTERNATIONAL SERVICES INC.

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	FERRO CHINA HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	OHIO-MISSISSIPPI CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 














 





	 	 	 	 	 
	 	CATAPHOTE CONTRACTING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	THE FERRO ENAMEL SUPPLY COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	FERRO FAR EAST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 













 






	 	 	 	 	 



	 	 	 	 	 
	Acknowledged and Agreed	 	 
	as of the date first above written:	 	 
	 
	 	 	 	 
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, 

as the Term Loan Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: William O’Daly
	 	 
	 

	 	Title:   Director	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Ilya Ivashkov
	 	 
	 

	 	Title:   Associate	 	 
















 





	 	 	 	 	 
	Acknowledged and Agreed	 	 
	as of the date first above written:	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION, 

as the Revolving Loan Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Peter M. Hilton
	 	 
	 

	 	Title:   Executive Vice President	 	 

















 








EXHIBIT L




SECOND RESTATEMENT EFFECTIVE DATE CERTIFICATE




FERRO CORPORATION




[                    ], 2009




     This certificate is delivered pursuant to Section 5(j) of that certain Amendment and
Restatement and Resignation and Appointment Agreement dated as of [                    ], 2009 (“Amendment
Agreement”) among Ferro Corporation, an Ohio corporation (the “Company”), the Lenders
party thereto, Credit Suisse, Cayman Islands Branch, as Term Loan Administrative Agent (in such
capacity, the “Term Loan Administrative Agent”), and National City Bank, as resigning
Revolving Loan Administrative Agent (in such capacity, the “Resigning Agent”) and as
Collateral Agent (in such capacity, the “Collateral Agent”) and PNC Bank, National
Association, as successor Revolving Loan Administrative Agent (in such capacity, the “Successor
Agent”), amending and restating the Amended and Restated Credit Agreement dated as of June 8,
2007 (as amended, restated, supplemented, waived or otherwise modified from time to time, the
“Existing Credit Agreement”; and as amended and restated pursuant to the terms of the
Amendment Agreement or otherwise amended, restated, supplemented, waived or otherwise modified from
time to time after the Second Restatement Effective Date, the “Credit Agreement”) among the
Company, the Lenders, the Term Loan Administrative Agent, the Resigning Agent, the Collateral
Agent, Keybank National Association, as Documentation Agent, and Citigroup Global Markets, Inc., as
Syndication Agent. Terms used herein, unless otherwise defined herein, have the meanings provided
in the Credit Agreement.



     The undersigned hereby certifies, represents and warrants, for and on behalf of the Company
and its Subsidiaries, that, as of the Second Restatement Effective Date:



     1. Authority. The undersigned is an Authorized Officer of the Company and, in such
capacity, is authorized and empowered to execute this certificate on behalf of the Company.



     2. Consummation of Transaction. All actions necessary to consummate the Transaction
have been consummated and taken in accordance with all applicable law.



     3. Closing Fees, Expenses, etc. The Administrative Agents shall have received for
their own account, or for the account of each other Person entitled thereto, as the case may be,
all fees, costs and expenses due and payable pursuant to Sections 3.3 and, if then
invoiced, 10.3 of the Credit Agreement.



     4. Compliance with Warranties, No Default, etc. The following statements are true and
correct:




     (a) the representations and warranties set forth in each Loan Document shall, in each
case, be 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 has occurred and is continuing.













 





     IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed and delivered,
and the certifications, representations and warranties contained herein to be made, by its
Authorized Officer as of the date hereof.



	 	 	 	 	 
	 	FERRO CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	John T. Bingle	 
	 	 	Title:  	Treasurer	 
	 













 






SCHEDULE I




Disclosure Schedules to Second Amended and Restated Credit Agreement





* All previous disclosure schedules to the credit agreement and the amended and restated credit
agreement are hereby incorporated into this document, except for the disclosure schedules that are
amended and restated as set forth below.



ITEM 6.8 Existing Subsidiaries




Name of Subsidiary




	 	 	 
	Ferro China Holdings Inc 
	 	USA
	Zibo Ferro Performance Materials Company, Limited (70%) 
	 	Peoples Republic of China
	Ferro Electronic Materials Inc 
	 	USA
	Ferro Finance Corporation 
	 	USA
	Ferro Color & Glass Corporation 
	 	USA
	Ferro Colores SA de CV
	 	Mexico
	Ferro International Services Inc 
	 	USA
	Ferro Pfanstiehl Laboratories, Inc 
	 	USA
	Ferro Pfanstiehl (Europe) Ltd.
	 	United Kingdom
	Ferro Argentina SA 
	 	Argentina
	Minera Loma Blanca SA 
	 	Argentina
	Procesadora de Boratos Argentinos SA 
	 	Argentina
	Ferro Corporation (Australia) Pty Ltd 
	 	Australia
	Ferro Enamel do Brasil Industria e Comercio Ltda.
	 	Brazil
	Ferro Industrial Products Ltd 
	 	Canada
	ESFEL SA (19%) 
	 	Ecuador
	Ferro Holding GmbH 
	 	Germany
	Ferro GmbH 
	 	Germany
	Ferro Magmalor GmbH 
	 	Germany
	PT Ferro Mas Dinamika (95%) 
	 	Indonesia
	Ferro Japan K.K 
	 	Japan
	Ferro Far East Ltd 
	 	Hong Kong
	Ferro Far East Company SDN, BHD 
	 	Malaysia
	Ferro Mexicana SA de CV 
	 	Mexico
	Ferro B.V
	 	The Netherlands
	Ferro (Belgium) Sprl
	 	Belgium
	FC France Acquisition Sarl 
	 	France
	Ferro Couleurs France SA 
	 	France
	PT Ferro Ceramic Colors Indonesia (59%) 
	 	Indonesia
	PT Ferro Additives Asia (75.4%) 
	 	Indonesia
	Ferro France Sarl 
	 	France
	Ferro Services Sarl 
	 	France
	Ferro Arnsberg GmbH iL 
	 	Germany
	Ferro (Italia) SrL 
	 	Italy
	Smaltochimica SrL (40%) 
	 	Italy
	Ferro (Holland) BV 
	 	The Netherlands
	Ferro Investments BV 
	 	The Netherlands
	Ferro Industrias Quimicas (Portugal) Lda 
	 	Portugal
	Ferro LLC 
	 	Russia
	Ferro (Suzhou) Performance Materials Co. Ltd.
	 	Peoples Republic of China
	Ferro Taiwan Ltd 
	 	Republic of China
	DC-Ferro Co., Ltd. (50%) 
	 	Republic of Korea
	Ferro Spain SA 
	 	Spain
	Gardenia-Quimica SA (36%) 
	 	Spain
	Kerajet SA (19.99%) 
	 	Spain
	Ferro (Thailand) Co. Ltd.
	 	Thailand
	Ferro Cerdec (Thailand) Co. Ltd (49%) 
	 	Thailand
















 






	 	 	 
	Ferro de Venezuela CA (51%) 
	 	Venezuela
	Ferro (Great Britain) Ltd 
	 	United Kingdom
	Ferro Colours (UK) Ltd. (Dormant) 
	 	United Kingdom
	Ferro Drynamels Limited (Dormant)
	 	United Kingdom
	Ferro Normandy Plastics Limited (Dormant) 
	 	United Kingdom
	Midland Coatings Limited (Dormant) 
	 	United Kingdom
	Ohio-Mississippi Corporation (Dormant) 
	 	USA
	Cataphote Contracting Company (Dormant) 
	 	USA
	The Ferro Enamel Supply Company (Dormant) 
	 	USA
	Ferro Far East, Inc. (Dormant) 
	 	USA






ITEM 6.12 Environmental Matters




See attached.

















 





Item 6.12 Environmental Disclosures




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Estimated
	Section	 	Location	 	Issue	 	Estimated Cost	 	Completion Date
	6.12(i)

	 	Niagara Falls, NY
	 	Buried TENORM. When
Cookson owned the
site they buried
some silica fume in
back of the plant
that contains
TENORM. The
landfill area has
been of interest to
NRC and NYDEC.
	 	Not Known
	 	Not Known
	 
	 	 	 	 	 	 	 	 	 	 
	6.12(e)

	 	Hammond, IN
	 	CERCLIS list. One
of the three land
parcels (parking
lot area) at the
former Keil
Chemical site is
listed on CERCLIS
because it has a
landfill area
created by Union
Carbide when they
owned the land. No
clean up was
required due to a
low CERCLIS score.
	 	Not Known
	 	Not Known
	 
	 	 	 	 	 	 	 	 	 	 
	6.12(e)

	 	South Plainfield, NJ
	 	CERCLIS list. This
site was put on the
CERCLIS list in
1993 and we don’t
know why. Ferro
sold this site in
2003 and went
through a NJ ISRA
investigation.
After some limited
remediation it met
residential clean
up criteria.
	 	Not Known
	 	Not Known
	 
	 	 	 	 	 	 	 	 	 	 
	6.12(a),(d)

	 	Castenheira, Portugal
	 	Wastewater
treatment. Need to
upgrade wastewater
treatment plant to
meet discharge
limitations during
storm events, which
hydraulically
overload the
current treatment
system.
	 	$	360,000	 	 	Not Known
	 
	 	 	 	 	 	 	 	 	 	 
	(6.12(a), (b), (d))

	 	South Plainfield, NJ
	 	Title V Air
Permitting
Compliance. The
State of New Jersey
has notified the
Company of alleged
non-compliance with
the facility’s
Title V operating
permit. The New
Jersey Department
of Environmental
Protection (NJDEP)
informally alleged
up to $1.9MM in
liability for
alleged violations
of its Title V
permit. The
Company and NJDEP
have been
participating in
discussions to
resolve the issues.
To date, no
Complaint or
Administrative
Order & Notice of
Civil
Administrative
Penalty Assessment
have been filed or
issued by the
NJDEP. The Company
expects to enter an
Administrative
Consent Order,
which will be
negotiated to
resolve outstanding
alleged Title V
Operating Permit
issues, including
the penalty
settlement. The
NJDEP’s most recent
informal penalty
settlement offer is
$400,000.
	 	$	400,000	 	 	Consent Order
Finalized in Fourth
Quarter 2009.

Penalty paid in
quarterly
installments
until 2010.
	 
	 	 	 	 	 	 	 	 	 	 
	(6.12(a), (b), (d))

	 	Bridgeport, NJ
	 	The Company is in
receipt of October
2008 correspondence
from the Mid
Atlantic
Environmental Law
Center on behalf of
the New Jersey
Environmental
Federation (NJEF)
communicating
NJEF’s notice of
intent to file a
citizens’ suit
under the Clean
Water Act for
alleged
non-compliance with
the facility’s New
Jersey
	 	Not Known
	 	Not Known






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Estimated
	Section	 	Location	 	Issue	 	Estimated Cost	 	Completion Date
	

	 	
	 	Pollution
Discharge
Elimination System
permit. The
violations alleged
in the NJEF’s
notice of intent
stem from events at
the facility that
were previously
resolved with the
NJDEP through the
payment of a civil
penalty and entry
into an
administrative
consent order
requiring upgrades
to the facility’s
operations. The
company responded
to NJEF’s letter
citing the
resolution of the
issues and other
reasons why the
NJEF’s claims are
deficient.
	 	
	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(6.12 (b),(c))

	 	Geelong, Australia
	 	The Company is in
receipt of a May
2008 Cleanup Notice
from EPA Victoria
indicating that the
Geelong facility is
being placed and
Priority Sites
Register due to
alleged soil and
groundwater
contamination. The
Cleanup Notice
requires the
Company to
commission,
conduct, and submit
an approved
environmental audit
by February 28,
2009. The Company
is then required to
submit an
Environmental
Management Plan,
consistent with
recommendations of
the Environmental
Audit, by May 30,
2009. Site
investigation is
ongoing. The
Company is in the
process of pursuing
other potentially
responsible parties
for any costs or
work it may incur
or have to conduct
pursuant to the
Cleanup Notice.
	 	Not Known
	 	Not Known

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.12(b),(c)

	 	Rotterdam, Netherlands
	 	Potential liability
associated with
remediation for
site. The Company
believes that any
soil/groundwater
issues at the site
were the result of
historic operations
(a former gas
works) prior to
Ferro’s purchase.
The company is in
the process of
selling the
facility and the
Company expects to
transfer potential
liability to the
buyer upon closing
of the transaction.
	 	Not Known
	 	Not Known

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.12(b),(c)

	 	Maasdam, Netherlands
	 	Closed site where
Ferro ceased
operation in the
1980s. The
Government alleged
contamination and
filed legal action
whereby a Lien was
placed on the
Company’s Uden
facility for an
amount up to
€1.36M. The Lien
is permitted
pursuant to
7.2.3(m).
Technical reports
to support Ferro’s
position that most
contamination was
caused by prior
owner. Ferro and
government are
completing a
settlement for
€125,000.
	 	€	125,000.	 	 	Fourth Quarter 2009.

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.12(b),(c)

	 	Sao Bernardo, Brazil
	 	Ferro closed the
site but retained
ownership of a
portion of the
property for which
remediation may be
necessary. The
company has sought
and is awaiting
approval of the
remediation plan.
Additional
investigation is
proceeding.
	 	$	920K	 	 	Not Known

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.12(a),(d)

	 	Newport, United

Kingdom
	 	New effluent limits
in the site’s
discharge permit
require an upgrade
to the site’s
biological
treatment plant for
Ferro and Solutia
generated
wastewater prior to
discharge. Costs
of upgrades to be
split by Ferro and
Solutia.
Construction of the
plant is in
progress and the
balance of the
remaining financial
commitment is
estimated to be
$500K.
Construction and
start-up is
complete.
	 	$	500,000	 	 	 	2009	 






 









 






Summary of Superfund Site Liabilities and Environmental Reserves

Active Ferro Sites




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Changes in the
	Site	 	Issue	 	Description	 	Reserve	 	Comments	 	Reserve Amount
	Hammond

	 	Groundwater

contamination
	 	Under a 1993
consent order with
IDEM, a subsurface
investigation study
revealed
groundwater
contamination that
will be required to
be cleaned up in
the future.
	 	$	2,900,000	 	 	In January 2007 we
met with Dover
(current site
operator) to review
the proposed
groundwater
treatment system.
We will need to
work closely with
Dover during the
installation to
minimize its impact
on their ongoing
operations. In
March 2007 the
Remediation Work
Plan was completed
and submitted to
IDEM that includes
the treatability
testing results,
risk assessment
showing the
preliminary
remediation
objectives (PRO),
and proposed
groundwater
treatment system.
The Company and
IDEM modified the
workplan and the
revised workplan
was approved by
IDEM on November
17, 2008. The
Company is in the
process of
implementing the
workplan and
provides quarterly
project status
updates to IDEM.
	 	No change.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Various

	 	Superfund Sites
	 	The Company has
been a party in
several current and
former Superfund
Sites. The largest
Superfund exposure
was the WDIG Site.
Ferro has resolved
liability for this
site but is still a
party at several
other Superfund
Sites
	 	$	350,000	 	 	Ongoing.
	 	No change.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metallica

	 	 	 	(Powder Coatings Sale)	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Changes in the
	Site	 	Issue	 	Description	 	Reserve	 	Comments	 	Reserve Amount
	Arnsberg

	 	Soil contamination
	 	 Former USTs may
have contaminated
soil
	 	$	100,000	 	 	Site had contamination issues.
No claims or ascertains
received from buyer to date.
	 	No change.







 











 





SCHEDULE II




PERCENTAGES;

LIBOR OFFICE;

DOMESTIC OFFICE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	National City Bank

1900 East Ninth Street

Cleveland, OH 44114

Facsimile No.: (216) 222-9396

Attention: Robert S. Coleman

	 	National City Bank

1900 East Ninth Street

Cleveland, OH 44114
	 	National City Bank

1900 East Ninth Street

Cleveland, OH 44114
	 	 	0.0000000000	%	 	 	4.7878846837	%	 	 	18.3333333333	%	 	 	18.3333333333	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Suisse, Cayman Islands Branch

Eleven Madison Avenue

New York, NY 10010-3629

Facsimile No.: (212) 325-8321

Attention: Brian T. Caldwell

	 	Credit Suisse, Cayman Islands Branch

Eleven Madison Avenue

New York, NY 10010-3629
	 	Credit Suisse, Cayman Islands Branch

Eleven Madison Avenue

New York, NY 10010-3629
	 	 	0.0000000000	%	 	 	3.0387424128	%	 	 	13.3333333333	%	 	 	13.3333333333	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Bank, National Association 

Address on file with Revolving Loan Administrative Agent

	 	PNC Bank, National Association

Address on file with Revolving Loan Administrative Agent
	 	PNC Bank, National Association

Address on file with Revolving Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.4029564575	%	 	 	2.9277576667	%	 	 	2.9277576667	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	KeyBank National Association

127 Public Square, 6th Floor

Cleveland, Ohio 44114

Facsimile No.: (216) 689-4649

Attention: Brian Fox

	 	KeyBank National Association

127 Public Square, 6th Floor

Cleveland, Ohio 44114
	 	KeyBank National Association

127 Public Square, 6th Floor

Cleveland, Ohio 44114
	 	 	0.0000000000	%	 	 	1.1111111211	%	 	 	10.0000000000	%	 	 	10.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Citicorp North America, Inc.

388 Greenwich Street, 21st floor

New York, NY 10013

Facsimile No.: (646) 291-1817

Attention: Daniel H. Gouger

	 	Citicorp North America, Inc.

388 Greenwich Street, 21st floor

New York, NY 10013
	 	Citicorp North America, Inc.

388 Greenwich Street, 21st floor

New York, NY 10013
	 	 	0.0000000000	%	 	 	1.2446257286	%	 	 	9.0722423333	%	 	 	9.0722423333	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.

One Oxford Centre

301 Grant Street, Suite 1100

Facsimile No.: (312) 385-7096

Attention: Shawuana Simmons

	 	JPMorgan Chase Bank, N.A.

One Oxford Centre

301 Grant Street, Suite 1100
	 	JPMorgan Chase Bank, N.A.

One Oxford Centre

301 Grant Street, Suite 1100
	 	 	0.0000000000	%	 	 	0.0000000000	%	 	 	11.6666666667	%	 	 	11.6666666667	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	Bank of America, N.A.

Address on file with Revolving Loan Administrative Agent and Term Loan Administrative Agent

	 	Bank of America, N.A.

Address on file with Revolving Loan Administrative Agent and Term Loan Administrative Agent
	 	Bank of America, N.A.

Address on file with Revolving Loan Administrative Agent and Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	2.4939096449	%	 	 	6.6666666667	%	 	 	6.6666666667	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank

600 Superior Avenue East

Cleveland, OH 44114

Facsimile No.: (216) 274-5507

Attention: Roy C. Lanctot

	 	Fifth Third Bank

600 Superior Avenue East

Cleveland, OH 44114

	 	Fifth Third Bank

600 Superior Avenue East

Cleveland, OH 44114
	 	 	0.0000000000	%	 	 	0.0000000000	%	 	 	10.0000000000	%	 	 	10.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U.S. Bank National Association

Address on file with Revolving Loan Administrative Agent and Term Loan Administrative Agent

	 	U.S. Bank National Association

Address on file with Revolving Loan Administrative Agent
	 	U.S. Bank National Association

Address on file with Revolving Loan Administrative Agent
	 	 	0.0000000000	%	 	 	1.6467766948	%	 	 	6.6666666667	%	 	 	6.6666666667	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RBS Citizens, National Association

Address on file with Revolving Loan Administrative Agent and Term Loan Administrative Agent

	 	RBS Citizens, National Association

Address on file with Revolving Loan Administrative Agent
	 	RBS Citizens, National Association

Address on file with Revolving Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.0000000000	%	 	 	6.6666666667	%	 	 	6.6666666667	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	FirstMerit Bank, N.A.

101 West Prospect Avenue,

Suite 350

Cleveland, OH 44115

Facsimile No.: (216) 802-6514

Attention: Jonathan M. Isaacs

	 	FirstMerit Bank, N.A.

101 West Prospect Avenue,

Suite 350

Cleveland, OH 44115
	 	FirstMerit Bank, N.A.

101 West Prospect Avenue, Suite 350

Cleveland, OH 44115
	 	 	0.0000000000	%	 	 	0.2222222387	%	 	 	4.6666666667	%	 	 	4.6666666667	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Highland Capital Management, L.P.

Address on file with Term Loan Administrative Agent

	 	Highland Capital Management, L.P.

Address on file with Term Loan Administrative Agent
	 	Highland Capital Management, L.P.

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	21.7063285064	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Suisse Alternative Investments

Address on file with Term Loan Administrative Agent

	 	Credit Suisse Alternative Investments

Address on file with Term Loan Administrative Agent
	 	Credit Suisse Alternative Investments

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	21.3675026472	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eaton Vance Management

Address on file with Term Loan Administrative Agent

	 	Eaton Vance Management

Address on file with Term Loan Administrative Agent
	 	Eaton Vance Management

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	9.5691077821	%	 	 	0.0000000000	%	 	 	0.0000000000	%






 









 






	 	     	 	     	 	     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	Metropolitan Life Insurance Company

Address on file with Term Loan Administrative Agent

	 	Metropolitan Life Insurance Company

Address on file with Term Loan Administrative Agent
	 	Metropolitan Life Insurance Company

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	3.1435132705	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deerfield Capital Management LLC

Address on file with Term Loan Administrative Agent

	 	Deerfield Capital Management LLC

Address on file with Term Loan Administrative Agent
	 	Deerfield Capital Management LLC

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	3.9670205420	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sankaty Advisors, LLC

Address on file with Term Loan Administrative Agent

	 	Sankaty Advisors, LLC

Address on file with Term Loan Administrative Agent
	 	Sankaty Advisors, LLC

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	4.3702434440	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Seneca Capital

Address on file with Term Loan Administrative Agent

	 	Seneca Capital

Address on file with Term Loan Administrative Agent
	 	Seneca Capital

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.6891549410	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	First Commonwealth Bank

Address on file with Term Loan Administrative Agent

	 	First Commonwealth Bank

Address on file with Term Loan Administrative Agent
	 	First Commonwealth Bank

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	4.9551967486	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TriState Capital Bank

Address on file with Term Loan Administrative Agent

	 	TriState Capital Bank

Address on file with Term Loan Administrative Agent
	 	TriState Capital Bank

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	3.3564505247	%	 	 	0.0000000000	%	 	 	0.0000000000	%






 









 






	 	     	 	     	 	     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	McDonnell Investment Management, LLC

Address on file with Term Loan Administrative Agent

	 	McDonnell Investment Management, LLC 
Address on file with Term Loan Administrative Agent
	 	McDonnell Investment Management, LLC 
Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.0861443745	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Morgan Stanley Investment Management Inc.

Address on file with Term Loan Administrative Agent

	 	Morgan Stanley Investment Management Inc.

Address on file with Term Loan Administrative Agent
	 	Morgan Stanley Investment Management Inc.

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	2.6666666368	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The PrivateBank & Trust Company

Address on file with Term Loan Administrative Agent

	 	The PrivateBank & Trust Company

Address on file with Term Loan Administrative Agent
	 	The PrivateBank & Trust Company

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	2.6561527374	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Travelers Insurance Co.

Address on file with Term Loan Administrative Agent

	 	Travelers Insurance Co.

Address on file with Term Loan Administrative Agent
	 	Travelers Insurance Co.

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	1.0959151891	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fortis Bank SA/NV, New York Branch 

Address on file with Term Loan Administrative Agent

	 	Fortis Bank SA/NV, New York Branch

Address on file with Term Loan Administrative Agent
	 	Fortis Bank SA/NV, New York Branch

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	1.3303464520	%	 	 	0.0000000000	%	 	 	0.0000000000	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORIGINAL	 	 	 	 	 	EXTENDED	 	 
	NAME AND	 	 	 	 	 	REVOLVING	 	ORIGINAL TERM	 	REVOLVING	 	NEW TERM
	NOTICE ADDRESS	 	 	 	DOMESTIC	 	LOAN	 	LOAN	 	LOAN	 	LOAN
	OF LENDER	 	LIBOR OFFICE	 	OFFICE	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT	 	COMMITMENT
	Lufkin Advisors

Address on file with Term Loan Administrative Agent

	 	Lufkin Advisors

Address on file with Term Loan Administrative Agent
	 	Lufkin Advisors

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.6666666816	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Linden Capital LP 

Address on file with Term Loan Administrative Agent

	 	Linden Capital LP

Address on file with Term Loan Administrative Agent
	 	Linden Capital LP

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	1.7228873525	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arbiter Partners

Address on file with Term Loan Administrative Agent

	 	Arbiter Partners

Address on file with Term Loan Administrative Agent
	 	Arbiter Partners

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.3241633056	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Frontfour Master Fund

Address on file with Term Loan Administrative Agent

	 	Frontfour Master Fund

Address on file with Term Loan Administrative Agent
	 	Frontfour Master Fund

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	0.3445774705	%	 	 	0.0000000000	%	 	 	0.0000000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Amida Capital Management

Address on file with Term Loan Administrative Agent

	 	Amida Capital Management

Address on file with Term Loan Administrative Agent
	 	Amida Capital Management

Address on file with Term Loan Administrative Agent
	 	 	0.0000000000	%	 	 	1.0337324115	%	 	 	0.0000000000	%	 	 	0.0000000000	%







 











 





SCHEDULE IV




FOREIGN SUBSIDIARIES




	 	 	 
	Zibo Ferro Performance Materials Company, Limited (70%)*

	 	Peoples Republic of China
	Ferro Colores S.A. de C.V**

	 	Mexico
	Ferro Argentina SA

	 	Argentina
	Ferro Corporation (Australia) Pty Ltd

	 	Australia
	Ferro Enamel do Brasil Industria e Comercio Ltda.

	 	Brazil
	Ferro Industrial Products Ltd

	 	Canada
	Ferro Holding GmbH

	 	Germany
	PT Ferro Mas Dinamika (95%)

	 	Indonesia
	Ferro Japan K.K

	 	Japan
	Ferro Far East Ltd

	 	Hong Kong
	Ferro Mexicana SA de CV

	 	Mexico
	Ferro (Suzhou) Performance Materials Co. Ltd.

	 	Peoples Republic of China
	Ferro Taiwan Ltd

	 	Taiwan
	Ferro Spain SA

	 	Spain
	Ferro (Thailand) Co. Ltd.

	 	Thailand
	Ferro de Venezuela CA (51%)

	 	Venezuela
	Ferro (Great Britain) Ltd

	 	United Kingdom
	Ferro BV

	 	(Netherlands)
	Ferro LLC

	 	Russia








 




			
	*	 	Subsidiary of Ferro China Holdings Inc.




	**	 	Subsidiary of Ferro Color & Glass Corporation



















 





Schedule A

to Amendment and Restatement and Resignation and Appointment Agreement




	 	 	 	 	 
	Extended Revolving Loan Lenders	 	Extended Revolving Loan Commitments
	National City Bank
	 	$	36,666,666.68	 
	PNC Bank
	 	$	5,855,515.33	 
	Credit Suisse, Cayman Islands Branch
	 	$	26,666,666.67	 
	JPMorgan Chase Bank, N.A.
	 	$	23,333,333.33	 
	Fifth Third Bank
	 	$	20,000,000.00	 
	Keybank
	 	$	20,000,000.00	 
	Citibank
	 	$	18,144,484.67	 
	Bank of America
	 	$	13,333,333.33	 
	RBS Citizens
	 	$	13,333,333.33	 
	U.S. Bank
	 	$	13,333,333.33	 
	First Merit Bank, N.A.
	 	$	9,333,333.33	 
	TOTAL
	 	 
	 
	 
	TOTAL
	 	$	200,000,000.00	 
	TOTAL
	 	 
	 
	 






 









 





Schedule B

to Amendment and Restatement and Resignation and Appointment Agreement




	 	 	 	 	 
	New Term Loan Lenders	 	New Term Loans
	National City Bank
	 	$	18,333,333.32	 
	PNC Bank
	 	$	2,927,757.67	 
	Credit Suisse
	 	$	13,333,333.33	 
	JPMorgan Chase Bank
	 	$	11,666,666.67	 
	Fifth Third Bank
	 	$	10,000,000.00	 
	Keybank
	 	$	10,000,000.00	 
	Citibank
	 	$	9,072,242.33	 
	Bank of America
	 	$	6,666,666.67	 
	RBS Citizens
	 	$	6,666,666.67	 
	US Bank
	 	$	6,666,666.67	 
	First Merit
	 	$	4,666,666.67	 
	TOTAL
	 	 
	 
	 
	TOTAL
	 	$	100,000,000.00	 
	TOTAL