EX-10.1






SECOND AMENDMENT




TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 4, 2008
(this “Amendment No.2”), to the Existing Credit Agreement (such capitalized terms and other
capitalized terms used in this preamble and the recitals below to have the meanings set forth in,
or are defined by reference in, Article I below) is among FERRO CORPORATION, an Ohio
corporation (“Company”), each Lender party hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as
Term Loan Administrative Agent, and NATIONAL CITY BANK (“National City”), as Revolving Loan
Administrative Agent.



W I T N E S S E T H:




WHEREAS, the Company, the Lenders, the Term Loan Administrative Agent and the Revolving Loan
Administrative Agent are all parties to the Amended and Restated Credit Agreement, dated as of June
8, 2007, as amended by the First Amendment to Amended and Restated Credit Agreement and First
Amendment to Pledge and Security Agreement, dated as of December 17, 2007 (as amended or otherwise
modified prior to the date hereof, the “Existing Credit Agreement”);



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



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



ARTICLE I




DEFINITIONS





SECTION 1.1. Certain Definitions. The following terms when used in this Amendment
No. 2 shall have the following meanings (such meanings to be equally applicable to the singular
and plural forms thereof):



“Amendment No. 2” is defined in the preamble.



“Amendment No. 2 Effective Date” is defined in Article III.



“Company” is defined in the preamble.



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



“National City” is defined in the preamble.




SECTION 1.2. Other Definitions. Capitalized terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used in this Amendment No. 2 with such meanings.



ARTICLE II




AMENDMENT TO EXISTING CREDIT AGREEMENT




Effective on (and subject to the occurrence of) the Amendment No. 2 Effective Date, the
provision of the Existing Credit Agreement referred to below is hereby amended in accordance with
this Article II.




SECTION 2.1. Amendment to Section 7.1.7. Clause (b) of Section 7.1.1 of the
Existing Credit Agreement is amended and restated in its entirety to read as follows:




“(b) in the case of the Revolving Loans, for working capital and general corporate
purposes of the Borrowers and the Subsidiary Guarantors, including Capital Expenditures
and Permitted Acquisitions by such Persons, and including the repayment of outstanding
Indebtedness, including Indebtedness under the Indentures; and”.



ARTICLE III




CONDITIONS TO EFFECTIVENESS




This Amendment No. 2 shall become effective on the date first written above (the
“Amendment No. 2 Effective Date”) when the following conditions have been met:




SECTION 3.1. Execution of Amendment No. 2. The Administrative Agents shall have
received counterparts of this Amendment No. 2, which shall have been duly executed on behalf of
each of the Company and the Required Lenders.




SECTION 3.2. Expenses and Fees. The Company shall have paid all legal fees and
expenses incurred by the Administrative Agents and their respective counsel in connection with
the preparation, negotiation and execution of this Amendment No. 2.



ARTICLE IV




MISCELLANEOUS





SECTION 4.1. Representations and Warranties. The Company hereby represents and
warrants that (a) on and as of the date hereof and after giving effect to the amendments
contained herein, the representations and warranties set forth in each Loan Document are, in each
case, true and correct in all material respects with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date); and (b)  no Default
shall have occurred and is continuing on and as of the date hereof and after giving effect to the
amendments contained herein.




SECTION 4.2. Cross-References. References in this Amendment No. 2 to any Article or
Section are, unless otherwise specified, to such Article or Section of this Amendment No. 2.




SECTION 4.3. Loan Document Pursuant to Existing Credit Agreement. This Amendment
No. 2 is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied in accordance with
all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including
Article X thereof.




SECTION 4.4. Successors and Assigns. This Amendment No. 2 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.




SECTION 4.5. Counterparts. This Amendment No. 2 may be executed by the parties
hereto in several counterparts, each of which when executed and delivered shall be an original
and all of which shall constitute together but one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment No. 2 by facsimile shall be effective
as delivery of a manually executed counterpart of this Amendment No. 2.




SECTION 4.6. Governing Law. THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.




SECTION 4.7. Full Force and Effect; Limited Amendment. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants, conditions and other provisions
of the Existing Credit Agreement and the other Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance with their respective
terms. The amendments set forth herein shall be limited precisely as provided for herein to the
provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of,
consent to or modification of any other term or provision of the Existing Credit Agreement or any
other Loan Document or of any transaction or further or future action on the part of the Company
or any other Obligor which would require the consent of the Lenders under the Existing Credit
Agreement or any of the Loan Documents.



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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 2
as of the date first above written.



	 	 	 
	COMPANY

	 	FERRO CORPORATION
	
 
	 	By:
	
 
	 	 







Name:




Title:



2




CREDIT SUISSE, CAYMAN ISLANDS BRANCH,




as the Term Loan Administrative Agent




and as a Lender




	 	 	 	By:






Name:




Title:




	 	 	 	By:






Name:




Title:



3




NATIONAL CITY BANK,




as Revolving Loan Administrative Agent




and as a Lender




	 	 	 	By:






Name:




Title:



4




[     ],




as a Lender




	 	 	 	By:






Name:




Title:




5