EX-10.16.1



 





EXHIBIT
10.16.1




Ferro Finance Corporation

1000 Lakeside Avenue, Suite A

Cleveland, OH 44114




October 16, 2006




Ferro Corporation

1000 Lakeside Avenue

Cleveland, OH 44114




Ferro Electronic Materials, Inc.

1000 Lakeside Avenue

Cleveland, OH 44114




          Re:      Amendment to Purchase and Contribution Agreement




Ladies and Gentlemen:




          We refer to that certain Purchase and Contribution Agreement, dated as of September 28, 2000,
as heretofore amended (the “PCA”), among Ferro Finance Corporation, as the Purchaser (the
“Purchaser”), Ferro Electronic Materials, Inc. (“FEM”), as a Seller and Ferro Corporation (“Ferro
Corp.”, and together with FEM, the “Sellers”), as a Seller. Terms not otherwise defined herein
shall have the meanings set forth in the PCA.




          The parties hereto have agreed that the definition of “Other Approved Jurisdiction” in Section
1.01 of the PCA shall hereby be amended by (i) replacing the reference to an “A-” rating by S&P
with a reference to a “BBB-” rating and (ii) replacing the reference to an “A3” rating by Moody’s
with a reference to a “Baa3” rating.




          Except as herein expressly amended, the PCA is ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms. All references to the PCA in
the PCA, the Sale Agreement and the other documents and instruments delivered pursuant thereto or
in connection therewith shall mean the PCA as amended by this letter agreement, and as hereafter
amended, restated, supplemented or modified.




          Ferro Corp., as undertaking party under the Undertaking Agreement, hereby consents to the
amendment contemplated by this letter agreement and hereby confirms and agrees that,
notwithstanding the effectiveness of this letter agreement, the Undertaking Agreement heretofore
executed and delivered by it is, and shall continue to be, in full force and effect and shall apply
to the PCA as amended by this letter agreement, and the Undertaking Agreement is hereby ratified
and confirmed.




          This letter agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.




 









 





          This letter agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this letter agreement by telecopier shall be effective
as delivery of a manually executed counterpart of this letter agreement.




	 	 	 	 	 
	 	FERRO FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGREED:




FERRO ELECTRONIC MATERIALS, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






FERRO CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Pursuant to Section 5.01(m) of the Sale Agreement

(as such term is defined in the PCA), the undersigned

consents to the foregoing amendment to the PCA

dated October 16, 2006.




CITICORP NORTH AMERICA, INC., as Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







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