EX-10.2






FIRST AMENDMENT




TO AMENDED AND RESTATED CREDIT AGREEMENT




AND FIRST AMENDMENT




TO PLEDGE AND SECURITY AGREEMENT




THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE
AND SECURITY AGREEMENT, dated as of December 17, 2007 (this “Amendment No.1”), to the
Existing Credit Agreement and the Existing Security 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 or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”, and as amended by this Amendment No. 1 and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the “Credit
Agreement”);



WHEREAS, the obligations of the Obligors under the Credit Agreement are secured by
substantially all the assets of the Obligors and their respective future Subsidiaries pursuant to
the terms of the Loan Documents, including, without limitation, that certain Pledge and Security
Agreement, dated as of June 6, 2006 (as amended or otherwise modified prior to the date hereof, the
“Existing Security Agreement”, and as amended by this Amendment No. 1 and as the same may
be further amended, supplemented, amended and restated or otherwise modified from time to time, the
“Security Agreement”), among the Obligors and National City, as the Collateral Agent;



WHEREAS, the Company has requested that the Lenders amend certain provisions of the Existing
Credit Agreement and the Existing Security 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





1






DEFINITIONS





SECTION 1.1. Certain Definitions. The following terms when used in this Amendment
No. 1 shall have the following meanings (such meanings to be equally applicable to the singular
and plural forms thereof):



“Amendment No. 1” is defined in the preamble.



“Amendment No. 1 Effective Date” is defined in Article IV.



“Company” is defined in the preamble.



“Credit Agreement” is defined in the first recital.



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



“Existing Security Agreement” is defined in the second recital.



“National City” is defined in the preamble.



“Security Agreement” is defined in the second recital.




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. 1 with such meanings.



ARTICLE II




AMENDMENTS TO EXISTING CREDIT AGREEMENT




Effective on (and subject to the occurrence of) the Amendment No. 1 Effective Date, the
provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with
this Article II.




SECTION 2.1. Amendment to Section 7.2.3. Section 7.2.3 of the Existing Credit
Agreement is hereby amended by deleting clause (l) thereof in its entirety and replacing it with
the following:




“(l) Liens on the assets of the Company or any of its Subsidiaries securing
Indebtedness permitted by clause (i) of Section 7.2.2; and”.




SECTION 2.2. Amendment to Section 7.2.8. Section 7.2.8 of the Existing Credit
Agreement is hereby amended by deleting clause (e) thereof in its entirety and replacing it with
the following:




“(e) made by the Company or any of its Subsidiaries to any Person who is not a
Subsidiary of the Company or is an SPV pursuant to the Permitted Receivables Program;”.



ARTICLE III




AMENDMENTS TO EXISTING SECURITY AGREEMENT




Effective on (and subject to the occurrence of) the Amendment No. 1 Effective Date, the
provisions of the Existing Security Agreement referred to below are hereby amended in accordance
with this Article III.




SECTION 3.1. Amendments to Section 2.1. Section 2.1 of the Existing Security
Agreement is hereby amended as follows:




(a) by deleting clause (j) thereof in its entirety and replacing it with the following:




“(j) Letter-of-Credit Rights and Letters of Credit (other than such as is collateral
for or issued subject to or in connection with any Grantor’s Permitted Receivables
Program);”; and




(b) by deleting clause (vi) thereof in its entirety and replacing it with the
following:




“(vi) trade receivables and related collateral, credit support and similar rights sold
or contributed pursuant to any Grantor’s Permitted Receivables Program (other than residual
interests therein);”.




SECTION 3.2. Amendment to Section 3.2. Section 3.2 of the Existing Security
Agreement is hereby amended by deleting clause (h) thereof in its entirety and replacing it with
the following:




“(h) No Grantor is the beneficiary of any Letters of Credit (other than such as is
collateral for or issued subject to or in connection with any Grantor’s Permitted
Receivables Program), except as set forth on Item H of Schedule II.”.




SECTION 3.3. Amendment to Section 4.3. Section 4.3 of the Existing Security
Agreement is hereby amended by deleting the phrase “existing accounts receivable securitization
program” at the end of clause (b) thereof and replacing it with the phrase “Permitted Receivables
Program”.




SECTION 3.4. Amendment to Section 4.6. Section 4.6 of the Existing Security
Agreement is hereby amended by deleting the phrase “Borrowers’ existing accounts receivable
securitization programs” in the first sentence of clause (a) thereof and replacing it with
“Grantors’ Permitted Receivables Programs”.



ARTICLE IV




CONDITIONS TO EFFECTIVENESS




This Amendment No. 1 shall become effective on the date first written above (the
“Amendment No. 1 Effective Date”) when the following conditions have been met:




SECTION 4.1. Execution of Amendment No. 1. The Administrative Agents shall have
received counterparts of this Amendment No. 1, which shall have been duly executed on behalf of
each of the Company and the Required Lenders.




SECTION 4.2. Execution of Amendment to Security Agreement under the Indentures.
The Administrative Agents shall have received counterparts of the Acknowledgement and Amendment
(attached to this Amendment No. 1) effectuating a corresponding amendment to the Pledge and
Security Agreement, dated as of June 6, 2006 (the “Trustee Pledge Agreement”), made by
the Obligors in favor of J.P. Morgan Trust Company, National Association, as trustee under the
Indentures, relating to the subject matter hereof, dated as of the date hereof, duly executed and
delivered on behalf of the Trustee.




SECTION 4.3. 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. 1.



ARTICLE V




MISCELLANEOUS





SECTION 5.1. 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 5.2. Cross-References. References in this Amendment No. 1 to any Article or
Section are, unless otherwise specified, to such Article or Section of this Amendment No. 1.




SECTION 5.3. Loan Document Pursuant to Existing Credit Agreement. This Amendment
No. 1 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 5.4. Successors and Assigns. This Amendment No. 1 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.




SECTION 5.5. Counterparts. This Amendment No. 1 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. 1 by facsimile shall be effective
as delivery of a manually executed counterpart of this Amendment No. 1.




SECTION 5.6. Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.




SECTION 5.7. 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, the Existing Security 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, Existing Security 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,
Existing Security Agreement or any of the Loan Documents.



2




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1
as of the date first above written.



	 	 	 
	COMPANY

	 	FERRO CORPORATION
	
 
	 	By:
	
 
	 	 







Name:




Title:



3




CREDIT SUISSE, CAYMAN ISLANDS BRANCH,




as the Term Loan Administrative Agent




and as a Lender




	 	 	 	By:






Name:




Title:




	 	 	 	By:






Name:




Title:



4




NATIONAL CITY BANK,




as Revolving Loan Administrative Agent




and as a Lender




	 	 	 	By:






Name:




Title:



5




[     ],




as a Lender




	 	 	 	By:






Name:




Title:



6




ACKNOWLEDGEMENT AND AMENDMENT




The Bank of New York Trust Company, National Association, as successor to J.P. Morgan Trust
Company, National Association, as trustee under the Indentures (the “Trustee”), hereby
acknowledges the foregoing Amendment No.1 to which this Acknowledgement And Amendment is attached.



The Trustee agrees that, contemporaneously with the effectiveness of Amendment No. 1:




(a) Section 2.1(j) of the Trustee Pledge Agreement shall be deemed amended by deleting
clause (j) thereof in its entirety and replacing it with the following:




“(j) Letter-of-Credit Rights and Letters of Credit (other than such as is
collateral for or issued subject to or in connection with any Grantor’s Permitted
Receivables Program);”




(b) Section 2.1(vi) of the Trustee Pledge Agreement shall be deemed amended by deleting
clause (vi) thereof in its entirety and replacing it with the following:




“(vi) trade receivables and related collateral, credit support and similar
rights sold or contributed pursuant to any Grantor’s Permitted Receivables Program
(other than residual interests therein);”




(c) Section 3.2(h) of the Trustee Pledge Agreement shall be deemed amended by deleting
clause (h) thereof in its entirety and replacing it with the following:




“(h) No Grantor is the beneficiary of any Letters of Credit (other than such as
is collateral for or issued subject to or in connection with any Grantor’s Permitted
Receivables Program), except as set forth on Item H of Schedule II.”




(d) Section 4.3(b) of the Trustee Pledge Agreement shall be deemed amended by deleting
the phrase “existing accounts receivable securitization program” at the end of clause (b)
thereof and replacing it with the phrase “Permitted Receivables Program”.




(e) Section 4.6 of the Trustee Pledge Agreement shall be deemed amended by deleting the
phrase “Borrowers’ existing accounts receivable securitization programs” in the first
sentence of clause (a) thereof and replacing it with “Grantors’ Permitted Receivables
Programs”.



Except as expressly amended hereby, all of the provisions of the Trustee Pledge Agreement
shall remain unchanged and shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms.



This Acknowledgement And 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 Acknowledgement And Amendment by facsimile shall be effective as delivery of
a manually executed counterpart of this Acknowledgement And Amendment.



IN WITNESS WHEREOF, the Trustee has executed and delivered this Acknowledgement And Amendment
as of the date first above written.




THE BANK OF NEW YORK TRUST




COMPANY, NATIONAL ASSOCIATION,




as Trustee




	 	 	 	By:






Name:




Title




7