EX-10.1






Execution Version




SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




This Second Amendment dated as of June 15, 2012 to Third Amended and Restated Credit Agreement
(this “Amendment”) is entered into by and among Ferro Corporation, an Ohio corporation (the
“Company”), the Subsidiaries of the Company listed on the signature pages hereto, the
several banks and other financial institutions or entities listed on the signature pages hereto as
Lenders, and PNC Bank, National Association, as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the “Collateral
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Credit Agreement, the Security Agreement and the Guaranty, as applicable.



W I T N E S S E TH:




WHEREAS, the Company, the Lenders from time to time party thereto, the Administrative Agent,
the Collateral Agent, the Issuer and the Syndication Agents have entered into the Third Amended and
Restated Credit Agreement, dated as of August 24, 2010 (as amended, restated, supplemented, waived
or otherwise modified prior to the date hereof, the “Credit Agreement”);



WHEREAS, the Company has requested that the Credit Agreement be amended as more fully set
forth herein; and



WHEREAS, the Lenders signing below, constituting at least the Required Lenders, are willing to
amend the Credit Agreement on the terms and subject to the conditions set forth herein.



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



SECTION 1. Amendments.




(a) Section 1.1 of the Credit Agreement shall be amended by amending and restating the
definition of “Capital Expenditures” in its entirety as follows:




“Capital Expenditures” means, for any period, 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;
provided, that up to $10,000,000 in the aggregate of such expenditures
attributable to the Company’s Polymer Additives Division after the Second Amendment
Effective Date shall be excluded from the calculation of Capital Expenditures.




(b) Section 1.1 of the Credit Agreement shall be amended by amending and restating the
definition of “EBITDA” in its entirety as follows:




“EBITDA” means, for any applicable period, the sum of (a) Net Income,
plus (b) to the extent deducted in determining Net Income, and without duplication,
the sum of (i) amortization expense, (ii) income tax expense, (iii) Interest
Expense, (iv) depreciation expense, (v) restructuring expenses attributable to the
Company’s restructuring (x) in the 2010 Fiscal Year in an aggregate amount not to
exceed $19,000,000 for the period commencing July 1, 2010 and (y) in the 2012 Fiscal
Year, the 2013 Fiscal Year and the 2014 Fiscal Year in an amount not to exceed
$10,000,000 in any such Fiscal Year and $20,000,000 in the aggregate, (vi)
non-recurring fees, non-cash charges, cash charges and other cash expenses paid in
connection with the preparation, negotiation, approval, execution and delivery this
Agreement and the other Loan Documents and the Senior Note Documents, including, in
each case, amendments, waivers and other modifications thereto, (vii) non-cash
expenses incurred in connection with asset write-offs, including, but not limited
to, goodwill impairments, (viii) if applicable, any swap or hedge breakage costs
relating to interest rate swaps or hedges in effect on the Closing Date, in each
case to the extent any such costs do not constitute Interest Expense, (ix) non-cash
losses resulting from mark-to-market accounting treatment of interest rate hedging
agreements, (x) 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, (xi)
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, (xii)
non-recurring one-time charges and expenses in an aggregate amount in any Fiscal
Year not to exceed $10,000,000, (xiii) non-recurring charges related to pension
settlement or curtailment in an aggregate amount not to exceed $20,000,000 over the
term of this Agreement and (xiv) expenses paid in connection with the implementation
of the Ferro Business Systems Initiative not to exceed $15,000,000 in the aggregate
over the term of this Agreement, minus (c) to the extent added in determining Net
Income, the sum of (i) non-cash gains resulting from mark-to-market accounting
treatment of interest rate hedging agreements and (ii) 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. Notwithstanding the foregoing, EBITDA for the Fiscal
Quarters ending December 31, 2009, March 31, 2010 and June 30, 2010 shall be deemed
to be $54,530,000, $57,815,000, and $70,813,000, respectively.




(c) Section 1.1 of the Credit Agreement shall be amended by deleting the definition of “Fixed
Charge Coverage Ratio” in its entirety.




(d) Section 1.1 of the Credit Agreement shall be amended by adding therein the following
definitions in appropriate alphabetical order:




“Ferro Business Systems Initiative” means the initiative to standardize
and simplify the Company’s global business processes and to upgrade the Company’s
internal management SAP ERP based systems.




“Interest Coverage Ratio” means, as of the close of any Fiscal Quarter,
the ratio computed for the period consisting of such Fiscal Quarter and each of the
three immediately preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal
Quarters) to (b) the sum of (i) Interest Expense actually paid in cash
during such Fiscal Quarters (excluding (A) initial issuance costs paid in connection
with Indebtedness incurred in respect of the Obligations and Indebtedness under the
Senior Note Documents, (B) any make-whole premium or Interest Expense payable in
connection with the prepayment of Indebtedness under the Existing Credit Agreement
and the Existing Notes and (C) if applicable, any swap or hedge breakage costs
relating to interest rate swaps or hedges in effect on the Closing Date (including
any such costs incurred in connection with a prepayment of the term loans under the
Existing Credit Agreement)) and (ii) finance expenses actually paid in connection
with the Permitted Receivables Program during such Fiscal Quarters;
provided, that non-recurring fees, non-cash charges, 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 this Agreement
and the other Loan Documents and the Senior Note Documents, including, in each case,
amendments, waivers and other modifications thereto, shall be excluded from
clause (b) above.




“Second Amendment” means that certain Second Amendment dated as of June
15, 2012 to Third Amended and Restated Credit Agreement by and among the Company,
the Subsidiaries of the Company listed on the signature pages thereto, the Required
Lenders, the Administrative Agent and the Collateral Agent.




“Second Amendment Effective Date” is defined in the Second Amendment.




(e) Section 1.4(b) of the Credit Agreement shall be amended by replacing “Fixed Charge
Coverage Ratio” appearing therein with “Interest Coverage Ratio”.




(f) Section 7.2.2(h) of the Credit Agreement shall be amended and restated in its entirety as
follows:




“(h) Indebtedness of Foreign Subsidiaries in connection with local lines of credit in
an aggregate amount not to exceed $50,000,000, and Contingent Liabilities of the Company in
respect of the foregoing.”




(g) Section 7.2.4 of the Credit Agreement shall be amended and restated in its entirety as
follows:




“Section 7.2.4. Financial Condition and Operations. The Company will not
permit any of the events set forth below to occur.




(a) The Company will not permit the Leverage Ratio as of the last day of any
Fiscal Quarter set forth below to be greater than the ratio set forth opposite such
period.



	 	 	 
	Fiscal Quarter Ending	 	Leverage Ratio
	June 30, 2012

	 	3.50:1.00
	 

	 	 
	September 30, 2012

	 	4.25:1.00
	 

	 	 
	December 31, 2012

	 	4.25:1.00
	 

	 	 
	March 31, 2013 and each Fiscal Quarter thereafter

	 	3.50:1.00
	 

	 	 







(b) The Company will not permit the Interest Coverage Ratio as of the last day
of any Fiscal Quarter set forth below to be less than the ratio set forth opposite
such period.



	 	 	 
	Fiscal Quarter Ending	 	Interest Coverage Ratio
	June 30, 2012

	 	2.50:1.00
	 

	 	 
	September 30, 2012

	 	2.50:1.00
	 

	 	 
	December 31, 2012

	 	2.75:1.00
	 

	 	 
	March 31, 2013 and each Fiscal Quarter thereafter

	 	3.00:1.00
	 

	 	 







(h) Section 7.2 of the Credit Agreement shall be amended by adding a new Section 7.2.13
thereto as follows:




“Section 7.2.13. Capital Expenditures. The Company will not permit the
aggregate amount of Capital Expenditures made by the Company and its Subsidiaries in
any period set forth below to exceed the amount set forth below for such period:



	 	 	 	 	 
	Period	 	Maximum Capital Expenditures
	Three months ending June 30, 2012
	 	$	20,000,000	 
	 
	 	 	 	 
	Six months ending September 30, 2012
	 	$	35,000,000	 
	 
	 	 	 	 
	Nine months ending December 31, 2012
	 	$	50,000,000	 
	 
	 	 	 	 
	Twelve months ending March 31, 2013
	 	$	65,000,000	 
	 
	 	 	 	 
	2013 Fiscal Year and each Fiscal Year thereafter
	 	$	65,000,000	 
	 
	 	 	 	 







The amount of permitted Capital Expenditures set forth above in respect of any
Fiscal Year commencing with the 2014 Fiscal Year shall be increased by the amount of
unused permitted Capital Expenditures for the immediately preceding Fiscal Year,
provided, that unused permitted Capital Expenditures may not be carried
forward for more than one Fiscal Year, with any Capital Expenditures being carried
forward being deemed to be the first Capital Expenditures in any Fiscal Year.




(i) Exhibit E (Form of Compliance Certificate) to the Credit Agreement shall be amended and
restated in its entirety by Exhibit E attached hereto.



SECTION 2. Conditions to Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions (the date on which such conditions are
satisfied, the “Second Amendment Effective Date”):




(a) The Administrative Agent shall have received duly executed and delivered counterparts of
this Amendment that, when taken together, bear the signatures of (i) the Company, (ii) the
Grantors, (iii) the Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent and (vi)
the Required Lenders.




(b) The Company shall have paid to the Administrative Agent all outstanding fees, costs and
expenses owing to the Administrative Agent and its 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 Agent, within seven days following receipt of an invoice therefor
and such payment shall not constitute a condition to the occurrence of the Second Amendment
Effective Date.




(c) The Administrative Agent shall have received a certificate, dated as of the Second
Amendment Effective Date, duly executed and delivered by an Authorized Officer of the Company, as
to the matters described in Section 3(a)(ii) and Section 3(a)(iii) of this Amendment.




(d) The Company shall have paid to the Administrative Agent for the account of each Lender
that has executed and delivered a signature page approving this Amendment on or before 5 p.m. (New
York City time) on Wednesday, June 13, 2012, a fee in an amount equal to 0.05% of the aggregate
amount of such Lender’s Revolving Loan Commitment (whether used or unused).



SECTION 3. Miscellaneous.




(a) Representations and Warranties. To induce the other parties hereto to enter into
this Amendment, the Company, the Grantors and the Guarantors represent and warrant to each of the
Lenders, the Administrative Agent and the Collateral Agent that, as of the Second Amendment
Effective Date:




(i) This Amendment has been duly authorized, executed and delivered by the Company, the
Grantors and the Guarantors, and this Amendment and the Credit Agreement (after giving
effect to this Amendment) constitute the Company’s, each Grantor’s and each Guarantor’s, as
applicable, 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;




(ii) The representations and warranties set forth in the Credit Agreement and each
other Loan Document are, in each case after giving effect to this Amendment, true and
correct in all material respects on and as of the Second Amendment 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;




(iii) No Default has occurred and is continuing; and




(iv) The execution, delivery and performance by the Company, each Grantor and each
Guarantor of this Amendment do not (x) contravene any (A) such Person’s Organic Documents,
(B) court decree or order binding on or affecting any such Person or (C) law or governmental
regulation binding on or affecting any such Person or (y) result in (A) or require the
creation or imposition of, any Lien on any such Person’s properties (except as permitted by
the Credit Agreement) or (B) a default under any contractual restriction binding on or
affecting any such Person.




(b) Affirmation and Consent. Each of the Company, each Grantor and each Guarantor
hereby reaffirms, as of the Second Amendment Effective Date, (i) the covenants and agreements made
by such Person contained in each Loan Document to which it is a party, (ii) with respect to each
Guarantor, its guarantee of payment of the Guaranteed Obligations pursuant to the Guaranty, and
(iii) with respect to each Grantor party to the Security Agreement or a Mortgage, its pledges and
other grants of Liens in respect of the Secured Obligations pursuant to any such Loan Document, in
each case, as such covenants, agreements and other provisions may be modified by this Amendment.




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




(d) Loan Document Pursuant to Credit Agreement. This Amendment is a Loan Document
executed pursuant to the 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
Credit Agreement, as amended hereby, including Article X thereof.




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




(f) Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which when executed and delivered shall be an original and all of which
shall constitute together but one and the same agreement. Delivery of an executed counterpart of
a signature page to this Amendment by facsimile (or pdf or other electronic transmission) shall be
effective as delivery of a manually executed counterpart of this Amendment.




(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 Amendment 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 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 Credit
Agreement or any other provision of the 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, the Grantors and the
Guarantors 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 Credit
Agreement or any other Loan Document in similar or different circumstances.




(ii) The parties hereto acknowledge and agree that (i) this Amendment 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 Credit
Agreement as in effect prior to the Second Amendment 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 Amendment; 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 Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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





FERRO ELECTRONIC MATERIALS INC.




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer





FERRO PFANSTIEHL LABORATORIES, INC.




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer





FERRO INTERNATIONAL SERVICES INC.




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer





FERRO CHINA HOLDINGS INC.




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer





OHIO-MISSISSIPPI CORPORATION




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer




1




CATAPHOTE CONTRACTING COMPANY




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer





THE FERRO ENAMEL SUPPLY COMPANY




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer





FERRO FAR EAST, INC.




By: /s/ John T. Bingle

Name: John T. Bingle

Title: Treasurer




2




PNC BANK, NATIONAL ASSOCIATION, as Administrative




Agent, Collateral Agent and a Lender




By: /s/ Christian S. Brown

Name: Christian S. Brown

Title: Senior Vice President




3




Name of Lender:




KEYBANK NATIONAL ASSOCIATION




By: /s/ Brian P. Fox

Name: Brian P. Fox

Title: Vice President




4




Name of Lender:




RBS Citizens, N.A.




By: /s/ Joshua Botnick

Name: Joshua Botnick

Title: Vice President




5




Name of Lender:




US BANK NATIONAL ASSOCIATION




By: /s/ Patrick H. McGraw

Name: Patrick H. McGraw

Title: Vice President




6




Name of Lender:




Citibank, N.A.




By: /s/ David Jaffee

Name: David Jaffe

Title: Vice President




7




Name of Lender:




FIRSTMERIT BANK, N.A.




By: /s/ Robert G. Morlan

Name: Robert G. Morlan

Title: Senior Vice President




8




Name of Lender:




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH




By: /s/ Bill O’Daly

Name: Bill O’Daly

Title: Director





By: /s/ Tyler R. Smith

Name: Tyler R. Smith

Title: Associate




9




Name of Lender:




THE PRIVATE BANK AND TRUST COMPANY




By: /s/ Robert M. Walker

Name: Robert M. Walker

Title: Managing Director




10




Name of Lender:




First Commonwealth Bank




By: /s/ Stephen J. Orban

Name: Stephen J. Orban

Title: Senior Vice President




11




Name of Lender:




Bank of America




By: /s/ Matthew Buzzelli 

Name: Matthew Buzzelli

Title: Senior Vice President




12




Name of Lender:




JP Morgan Chase Bank, N.A.




By: /s/ Diane M. Faunda

Name: Diane M. Faunda

Title: Managing Director




13




Name of Lender:




Fifth Third Bank




By: /s/ Sandra Centa

Name: Sandra Centa

Title: Vice President




EXHIBIT E




[FORM OF] COMPLIANCE CERTIFICATE




FERRO CORPORATION




This Compliance Certificate is delivered pursuant to Section 7.1.1 Third Amended and Restated
Credit Agreement, dated as of August 24, 2010 (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 Designated Borrowers from time to time
party thereto, the various financial institutions and other Persons from time to time parties
thereto, PNC Bank, National Association, as the Administrative Agent and as the Collateral Agent
for the Secured Parties, and JP Morgan Chase Bank, N.A. and Bank of America, N.A., as Syndication
Agents. 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 Interest 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 Interest Coverage Ratio
was        to 1.00, as computed on Attachment II hereto, and, accordingly, the covenant
[has][has not] been complied with.



(c) The maximum Capital Expenditures permitted pursuant to Section 7.2.13 of the Credit
Agreement for the period ending on the Computation Date, including unused permitted Capital
Expenditures carried forward from the immediately preceding Fiscal Year, are $      as
computed on Attachment III hereto. The actual Capital Expenditures for the period ending on
the Computation Date were $      , 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



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:



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, whether or not drawn, and banker’s
acceptances issued for the account of such Person
(which, in the ease 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 any of the foregoing
	 	$	 	 
	 
	 	 	 	 
	(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
	 	$	 	 
	 
	 	 	 	 
	plus, to the extent deducted in determining Net Income:
	 	 	 	 
	 
	 	 	 	 
	(b) amortization expense
	 	$	 	 
	 
	 	 	 	 
	(c) income tax expense
	 	$	 	 
	 
	 	 	 	 
	(d) Interest Expense
	 	$	 	 
	 
	 	 	 	 
	(e) depreciation expense
	 	$	 	 
	 
	 	 	 	 
	(f) restructuring expenses attributable to the
Company’s restructuring (i) in 2010 in an
aggregate amount not to exceed $19,000,000 for the
period commencing July 1, 2010 and (ii) in the
2012 Fiscal Year, the 2013 Fiscal Year and the
2014 Fiscal Year in an amount not to exceed
$10,000,000 in any such Fiscal Year and
$20,000,000 in the aggregate
	 	$	 	 
	 
	 	 	 	 
	(g) non-recurring fees, non-cash charges, cash
charges and other cash expenses paid in connection
with the preparation, negotiation, approval,
execution and delivery of the Credit Agreement and
the other Loan Documents and the Senior Note
Documents (each as defined therein), including, in
each case, amendments, waivers and other
modifications thereto
	 	$	 	 
	 
	 	 	 	 
	(h) non-cash expenses incurred in connection with
asset write-offs, including, but not limited to,
goodwill impairments
	 	$	 	 
	 
	 	 	 	 
	(i) if applicable, any swap or hedge breakage
costs relating to interest rate swaps or hedges in
effect on the Closing Date, in each case to the
extent any such costs do not constitute Interest
Expense
	 	$	 	 
	 
	 	 	 	 
	(j) non-cash losses resulting from mark-to-market
accounting treatment of interest rate hedging
agreements
	 	$	 	 
	 
	 	 	 	 
	(k) 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
	 	$	 	 
	 
	 	 	 	 
	(l) 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
	 	$	 	 
	 
	 	 	 	 
	(m) non-recurring one-time charges and expenses in
an aggregate amount in any Fiscal Year not to
exceed $10,000,000
	 	$	 	 
	 
	 	 	 	 
	(n) non-recurring charges related to pension
settlement or curtailment in an aggregate amount
not to exceed $20,000,000 over the term of the
Credit Agreement
	 	$	 	 
	 
	 	 	 	 
	(o) expenses paid in connection with the
implementation of the Ferro Business Systems
Initiative not to exceed $15,000,000 in the
aggregate over the term of the Credit Agreement
	 	$	 	 
	 
	 	 	 	 
	minus, to the extent added in determining Net Income:
	 	 	 	 
	 
	 	 	 	 
	(p) non-cash gains resulting from mark-to-market
accounting treatment of interest rate hedging
agreements
	 	$	 	 
	 
	 	 	 	 
	(q) 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
	 	$	 	 
	 
	 	 	 	 
	(r) The sum of Items 2(a) through 2(o) minus the
sum of Items 2(p) and (q)
	 	$	3	 
	 
	 	 	 	 
	3. LEVERAGE RATIO: ratio of Item 1(h) to Item 2(r)
	 	 	___: 1.00	 
	 
	 	 	 	 






INTEREST COVERAGE RATIO

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

immediately preceding the Computation Date




	 	 	 	 	 
	1. EBITDA (see Item 2(r) of Attachment I)
	 	$	—	 
	 
	 	 	 	 
	2. The sum (for the period consisting of the Fiscal Quarter ending
on or immediately preceding the Computation Date and each of the
three immediately preceding Fiscal Quarters) of
	 	$	—	 
	 
	 	 	 	 
	(a) Interest Expense actually paid in cash during such
Fiscal Quarters4
	 	$	—	 
	 
	 	 	 	 
	(b) finance expenses actually paid in connection with the
Permitted Receivables Program during such Fiscal Quarters.
	 	$	—	 
	 
	 	 	 	 
	3. INTEREST COVERAGE RATIO: the ratio of Item 1 to Item 2
	 	 	____: 1.00	 
	 
	 	 	 	 






CAPITAL EXPENDITURES

for the ___ month period ending on the Computation Date




	 	 	 	 	 
	(a) Maximum Capital Expenditures for the period ending on
the Computation Date pursuant to Section 7.2.13 of the
Credit Agreement (excluding carry forwards):
	 	$	—	 
	 
	 	 	 	 
	(b) Permitted unused Capital Expenditures carried forward
from the immediately preceding Fiscal Year
	 	$	—	 
	 
	 	 	 	 
	(c) Maximum allowed Capital Expenditures for the period
ending on the Computation Date (a+b)
	 	$	—	 
	 
	 	 	 	 
	(d) Actual Capital Expenditures for the period ending on the
Computation Date
	 	$	—	 
	 
	 	 	 	 







	 	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	 	EBITDA for the Fiscal Quarters ending
December 31, 2009, March 31, 2010 and June 30, 2010 shall be deemed to be
$54,530,000, $57,815,000, and $70,813,000, respectively.






	 	4	 	Excluding (A) initial issuance costs paid in
connection with Indebtedness incurred in respect of the Obligations and
Indebtedness under the Senior Note Documents, (B) any make-whole premium or
Interest Expense payable in connection with the prepayment of Indebtedness
under the Existing Credit Agreement and the Existing Notes and (C) if
applicable, any swap or hedge breakage costs relating to interest rate swaps or
hedges in effect on the Closing Date (including any such costs incurred in
connection with a prepayment of the term loans under the Existing Credit
Agreement)); provided, that non-recurring fees, non-cash charges, 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 this Agreement and the other Loan Documents and the Senior Note
Documents, including, in each case, amendments, waivers and other modifications
thereto, shall also be excluded.






14